reglab/statecodes huggingface dataset:
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:5-6 - Action by members without a meeting

15A:5-6. Action by members without a meeting
a. Except as otherwise provided in the certificate of incorporation or bylaws, any action required or permitted to be taken at a meeting of members by this act or the certificate of incorporation or bylaws of a corporation, may be taken without a meeting if all the members entitled to vote thereon consent thereto in writing, except that in the case of any action to be taken pursuant to chapter 10 of this act (merger, consolidation and sale of assets), the action may be taken without a meeting only (1) if all members consent thereto in writing; or (2) if (a) all members entitled to vote thereon consent thereto in writing, (b) the corporation provides to all other members advance notification setting forth the proposed action consented to, (c) the proposed action is not consummated before the expiration of 10 days after the giving of the notice, and (d) the notice sets forth the existence of the 10-day period.
b. Except as otherwise provided in the certificate of incorporation or bylaws and subject to the provisions of this subsection, any action required or permitted to be taken at a meeting of members by this act, the certificate of incorporation, or bylaws, other than the annual or biennial election of trustees, may be taken without a meeting upon the written consent of members who would have been entitled to cast the minimum number of votes which would be necessary to authorize the action at a meeting at which all members entitled to vote thereon were present and voting, if (1) the corporation provides to all other members advance notification setting forth the proposed action consented to, (2) the proposed action is not consummated before the expiration of 10 days from the giving of the notice and 20 days from the giving of the notice in the case of any action taken pursuant to chapter 10 of this act, and (3) the notice sets forth the existence of such 10-day period.
c. Whenever action is taken pursuant to subsection a. or b. of this section, the written consents of the members consenting thereto or the written report of inspectors appointed to tabulate the consents shall be filed with the minutes of proceedings of members.
d. Any action taken pursuant to subsection a. or b. of this section shall have the same effect for all purposes as if the action had been taken at a meeting of the members.
e. If any other provision of this act requires the filing of a certificate upon the taking of an action by members, and the action is taken in the manner authorized by subsection a. or b. of this section, the certificate shall state that the action was taken without a meeting pursuant to the written consents of the members and shall set forth the number of votes represented by the consents.
L.1983, c. 127, s. 15A:5-6, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:5-7 - Fixing record date

15A:5-7. Fixing record date
a. 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 members with regard to any corporate action or event and, in particular, for determining the members entitled to:
(1) Notice of or to vote at any meeting of members or any adjournment thereof;
(2) Give a written consent to any action without a meeting; or
(3) Receive or enjoy any benefit or right.
The record date may in no case be more than 60 days prior to the members' meeting or other corporate action or event to which it relates. The record date for a members' meeting may not be less than 10 days before the date of the meeting. The record date to determine members 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.
b. If no record date is fixed:
(1) The record date for a members' 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
(2) The record date for determining members for any purpose other than that specified in paragraph 1 of subsection b. of this section shall be at the cessation of activities on the day on which the resolution of the board relating thereto is adopted.
c. When a determination of members of record for a members' meeting has been made as provided in this section, the determination shall apply to any adjournment thereof, unless the board fixes a new record date under this section for the adjourned meeting.
L.1983, c. 127, s. 15A:5-7, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:5-8 - Voting list

15A:5-8. Voting list
a. The officer or agent having charge of the membership record books for a corporation shall make and certify a complete list of the members entitled to vote at a members' meeting or any adjournment thereof. A list required by this subsection may consist of cards arranged alphabetically. The list shall:
(1) Be arranged alphabetically within each class, series, or group of members maintained by the corporation for convenience of reference, with the address of each member;
(2) Be produced at the time and place of the meeting;
(3) Be subject to the inspection of any members during the whole time of the meeting; and
(4) Be prima facie evidence as to who are the members entitled to examine the list or to vote at any meeting.
b. If the requirements of this section have not been complied with, the meeting shall, on the demand of any member 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 the meeting prior to the making of any such demand.
L.1983, c. 127, s. 15A:5-8, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:5-9 - Quorum of members

15A:5-9. Quorum of members
a. Unless otherwise provided in the certificate of incorporation, the bylaws, or this act, the members entitled to cast a majority of the votes at a meeting shall constitute a quorum at the meeting. The members present in person or by proxy at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. Less than a quorum may adjourn.
b. Whenever any class of members is entitled to vote separately on a specified item, the provisions of this section shall apply in determining the presence of a quorum of that class for the transaction of the specified item.
L.1983, c. 127, s. 15A:5-9, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:5-10 - Voting by members

15A:5-10. Voting by members
The right of the members or any class or classes of members to vote may be limited, enlarged or denied to the extent specified in the certificate of incorporation or bylaws. Unless so limited, enlarged or denied, each member, regardless of class, shall be entitled to one vote on each matter submitted to a vote of members.
L.1983, c. 127, s. 15A:5-10, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:5-11 - Votes required

15A:5-11. Votes required
a. Whenever any action, other than the election of trustees is to be taken by vote of the members, it shall be authorized by a majority of the votes cast at a meeting of members by the members entitled to vote thereon, unless a greater plurality is required by the certificate of incorporation or bylaws or another section of this act.
b. The certificate of incorporation or bylaws may provide that any class or classes of members shall vote as a class to authorize any action, including amendments to the certificate of incorporation or bylaws. Voting as a class shall be in addition to any other vote required by this act. Where voting as a class is provided in the certificate of incorporation or bylaws it shall be by the proportionate vote so provided for or, if no proportionate vote is provided, then for any action other than the election of trustees, by a majority of the votes cast at the meeting by the members of the class entitled to vote thereon.
c. Where voting as a class is required by this act to authorize any action, the action shall be authorized by a majority of the votes cast at the meeting by the members of each class entitled to vote thereon, unless a greater vote is required by the certificate of incorporation, the bylaws, or another section of this act. Voting as a class shall be in addition to any other vote required by this act.
L.1983, c. 127, s. 15A:5-11, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:5-12 - Greater or lesser voting requirements

15A:5-12. Greater or lesser voting requirements
a. Whenever any action is to be authorized by the members of a corporation and the certificate of incorporation or the bylaws require the affirmative vote of a greater proportion of the votes cast by the members entitled to vote thereon, or by the members of any class or series thereof than is required by this act with respect to the action, the provisions of the certificate of incorporation or bylaws shall control.
b. Whenever any action is to be authorized by two-thirds of the votes cast by members of a corporation pursuant to this act, and the certificate of incorporation provides for the affirmative vote of a lesser proportion of the votes cast by the members entitled to vote thereon, or by the members of any class of members, but not less than a majority thereof than is required by this act with respect to the action, the provisions of the certificate of incorporation shall control. Any provision for lesser voting requirements may be set forth in the bylaws, and the requirements shall control, if the certificate of incorporation provides that the lesser voting requirements may be set forth in the bylaws.
c. An amendment of the certificate of incorporation or bylaws which changes or deletes greater or lesser voting provisions shall be authorized by the same vote as would be required to take action under that provision.
d. Any action required to be authorized by a vote of the members greater than a majority shall be rescinded or modified only by a like vote.
L.1983, c. 127, s. 15A:5-12, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:5-13 - Memberships held or controlled by the corporation not voted or counted

15A:5-13. Memberships held or controlled by the corporation not voted or counted
If the corporation holds interests or memberships which entitle it to cast the plurality of the votes required for the election of directors of a domestic or foreign corporate entity or the election of trustees of a domestic or foreign corporation, any of which are herein referred to as a "controlled entity," any memberships in the corporation held by the controlled entity shall not be voted at any meeting or counted in determining the total number of members at any given time. A "plurality" means the minimum number of interests or memberships necessary to elect a majority of directors or trustees based upon the total number of interests or memberships which may be voted in that election.
L.1983, c. 127, s. 15A:5-13, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:5-14 - Memberships held by another corporation

15A:5-14. Memberships held by another corporation
Memberships standing in the name of another domestic or foreign corporation may be voted by any officer or agent, or by proxy appointed by any of them, unless some other person, by resolution of its board or pursuant to its bylaws, shall be appointed to vote the shares.
L.1983, c. 127, s. 15A:5-14, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:5-15 - Memberships held by fiduciaries

15A:5-15. Memberships held by fiduciaries
Memberships held by any person in any representative or fiduciary capacity may be voted by that person without a transfer of the membership into the name of that person. Where memberships are held jointly by any number of fiduciaries, and the instrument or order appointing the fiduciaries does not otherwise direct, the membership shall be voted as the majority of the fiduciaries shall determine. If the fiduciaries are equally divided as to how the membership shall be voted, a court having jurisdiction may, in an action brought by any of the fiduciaries or by a beneficiary, appoint an additional person to act with the fiduciaries in the matter. The membership shall be voted by the majority of the fiduciaries and the additional person. The court may proceed in the action in a summary manner or otherwise.
L.1983, c. 127, s. 15A:5-15, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:5-16 - Memberships held jointly or as tenants in common

15A:5-16. Memberships held jointly or as tenants in common
Membership held by two or more persons as joint tenants or as in common may be voted at any meeting of the members by any one of the persons, unless another joint tenant or tenant seeks to vote the membership in person or by proxy. In the latter event, the written agreement, if any, which governs the manner in which the membership shall be voted, shall control if presented at the meeting. If there is no such agreement presented at the meeting, the majority in number of the joint tenants or tenants in common present shall control the manner of voting. If there is no majority, or if there are two or more joint tenants, or tenants in common, who seek to vote the membership, the membership shall, for the purpose of voting, be divided equally among the joint tenants or tenants in common present.
L.1983, c. 127, s. 15A:5-16, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:5-17 - Voting of pledged memberships

15A:5-17. Voting of pledged memberships
A member whose membership interest is pledged shall be entitled to vote the membership until the membership has been transferred into the name of the pledgee, or a nominee of the pledgee.
L.1983, c. 127, s. 15A:5-17, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:5-18 - Proxy voting

15A:5-18. Proxy voting
a. Unless otherwise provided in the certificate of incorporation or bylaws, every member entitled to vote at a meeting of members or to express consent without a meeting may authorize another person or persons to act for the member by proxy. Every proxy shall be executed in writing by the member or the member's agent, except that a proxy may be given by a member or the agent by telegram or cable or its equivalent. A proxy shall not be valid for more than 11 months unless a longer time is expressly provided therein, but in no event shall a proxy be valid after 3 years from the date of execution. Unless it is coupled with an interest, a proxy shall be revocable at will. A proxy shall not be revoked by the death or incapacity of the member but the proxy shall continue in force until revoked by the personal representative or guardian of the member. The presence at any meeting of any member who has given a proxy shall not revoke the proxy unless the member shall file written notice of revocation with the secretary of the meeting prior to the voting of the proxy.
b. A person named in a proxy as the attorney or agent of a member may, if the proxy so provides, substitute another person to act in that person's place, including any other person named as an attorney or agent in the same proxy. The substitution shall not be effective until an instrument effecting it is filed with the secretary of the corporation.
L.1983, c. 127, s. 15A:5-18, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:5-20 - Elections of trustees; cumulative voting

15A:5-20. Elections of trustees; cumulative voting
a. Elections of trustees need not be by ballot unless a member demands election by ballot at the election and before the voting begins. If the bylaws require election by ballot at any meeting, the requirement is waived unless compliance therewith is requested by a member entitled to vote at the meeting. Where trustees are to be elected by members, the bylaws may provide that the elections may be conducted by mail.
b. At each election of trustees every member entitled to vote at the election shall have the right to cast the number of votes to which the membership entitles the member for as many persons as there are trustees to be elected and for whose election the member has a right to vote.
c. The certificate of incorporation or bylaws may provide that each member shall be entitled to as many votes as shall equal the number of votes to which he is entitled by law or under the provisions of the certificate of incorporation or bylaws multiplied by the number of trustees to be elected, and that he may cast all the votes for a single trustee, or may distribute them among the number to be elected or any two or more of them as he may see fit.
d. Except as otherwise provided by the certificate of incorporation or the bylaws, trustees shall be elected by a plurality of the votes cast at an election.
e. If a bylaw adopted by the members provides a fair and reasonable procedure for the nomination of candidates for any office (including election of a trustee), only candidates who have been duly nominated in accordance therewith shall be eligible for election.
L.1983, c. 127, s. 15A:5-20, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:5-21 - Selection of inspectors

15A:5-21. Selection of inspectors
a. Unless the bylaws otherwise provide, the board may, in advance of a members' meeting, appoint one or more inspectors to act at the meeting or any adjournment thereof.
b. If inspectors are not so appointed by the board or as otherwise provided in the bylaws or shall fail to qualify, the person presiding at a members' meeting may, and on the request of any member entitled to vote thereat, shall, make the appointment.
c. If any person appointed as inspector fails to appear or act, the vacancy may be filled by appointment made by the board in advance of the meeting or at the meeting by the person presiding at the meeting.
d. If the bylaws require inspectors at any members' meeting, the requirement is waived unless compliance therewith is requested by a member entitled to vote at the meeting.
e. Each inspector, before entering upon a discharge of duties, shall take and sign an oath faithfully to execute the duties of inspector at the meeting with strict impartiality and according to the best of that person's ability.
f. A person shall not be elected a trustee at a meeting at which that person has served as an inspector.
L.1983, c. 127, s. 15A:5-21, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:5-22 - Duties of inspectors

15A:5-22. Duties of inspectors
The inspectors shall determine the number of memberships outstanding and the voting power of each, the members represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes or consents, determine the result, and do all acts as are proper to conduct the election or vote with fairness to all members. If there are three or more inspectors, the act of a majority shall govern. On request of the person presiding at the meeting or any member entitled to vote at the meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them. Any report made by them shall be prima facie evidence of the facts therein stated, and the report shall be filed with the minutes of the meeting.
L.1983, c. 127, s. 15A:5-22, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:5-23 - Review of elections by superior court

15A:5-23. Review of elections by superior court
Any election by members may be reviewed by the Superior Court in a summary manner, or otherwise, in an action brought by a member entitled to vote at the election upon notice to the persons elected, the corporation and all other persons as the court may direct. The court may confirm the election, order a new election or provide all other relief as justice may require.
L.1983, c. 127, s. 15A:5-23, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:5-24 - Books and records; right of inspection

15A:5-24. Books and records; right of inspection
a. Each corporation shall keep books and records of account and minutes of the proceedings of its members and board and executive committee, if any. Unless otherwise provided in the bylaws, the books, records and minutes may be kept outside this State. The corporation shall make available for inspection at its registered office, in this State, or at its principal office if it is in this State, records containing the names and addresses of all members, the number, class and series of memberships held by each and the dates when they respectively became members of record thereof, within 10 days after demand by a member entitled to inspect them, as defined in subsection c. of this section. The foregoing books, minutes or records may be in written form or in any other form capable of being converted into written form within a reasonable time. A corporation shall convert into written form without charge any records not in that form, upon the written request of any person entitled to inspect them.
b. Upon the written request of any member, the corporation shall mail to that member its balance sheet as at the end of the preceding fiscal year, and its statement of income and expenses for that fiscal year.
c. Any person who shall have been a member of record of a corporation for at least 6 months immediately preceding that person's demand, or any person holding, or so authorized in writing by the members holding, at least 5% of the memberships of any class or series, upon at least 5 days' written demand, shall have the right for any proper purpose to examine in person or by agent or attorney, during usual business hours, its minutes of the proceedings of its members and record of members and to make extracts therefrom, at the places where the same are kept pursuant to subsection a. of this section.
d. This section shall not impair the right of any court, upon proof of a member of proper purpose, irrespective of the period of time during which the member shall have been a member of record, and irrespective of the total number of memberships held by that person, to compel the production for examination by the member of the books and records of account, minutes and record of members of a corporation.
L.1983, c. 127, s. 15A:5-24, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:5-25 - Liabilities of members

15A:5-25. Liabilities of members
a. The members of a nonprofit corporation shall not be personally liable for the debts, liabilities or obligations of the corporation.
b. A member shall be liable to the corporation only to the extent of any unpaid portion of membership dues or assessments which the corporation may have lawfully imposed, or for any other indebtedness owed by the member to the corporation. No action shall be brought by any creditor of the corporation to reach and apply any liability to any debt of the corporation until after final judgment shall have been rendered against the corporation in favor of the creditor and execution thereon returned unsatisfied, or the corporation shall have been adjudged bankrupt, or a receiver shall have been appointed with power to collect debts, and the receiver, on demand of a creditor to bring an action thereon, has refused to sue for the unpaid amount, or the corporation shall have been dissolved or ceased its activities leaving debts unpaid. No such action shall be brought more than 3 years after the happening of any one of the events.
L.1983, c. 127, s. 15A:5-25, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:6-1 - Board of trustees

15A:6-1. Board of trustees
The activities of a corporation shall be managed by its board, except as in this act or in its certificate of incorporation otherwise provided. Trustees shall be at least 18 years of age and need not be United States citizens or residents of this State or members of the corporation unless the certificate of incorporation or bylaws so require. The certificate of incorporation or bylaws may prescribe other qualifications for trustees.
L.1983, c. 127, s. 15A:6-1, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:6-2 - Number of trustees

15A:6-2. Number of trustees
The number of trustees of a corporation shall be not less than three. Subject to any provisions contained in the certificate of incorporation, the bylaws shall specify the number of trustees or that the number of trustees shall not be less than a stated minimum or more than a stated maximum, with the actual number to be determined in the manner prescribed in the bylaws, except as to the number constituting the first board.
L.1983, c. 127, s. 15A:6-2, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:6-3 - Term of trustees

15A:6-3. Term of trustees
a. If the certificate of incorporation or the bylaws or any other applicable law provides that the trustees shall be elected by the members, the trustees named in the certificate of incorporation shall hold office until the first annual or biennial meeting of the members and until their successors are elected and qualified. If the certificate of incorporation or the bylaws or any other applicable law provides that the trustees shall be elected by the board, the trustees named in the certificate of incorporation shall hold office until the first annual or biennial meeting of the board of trustees and until their successors shall have been elected and qualified. The certificate of incorporation or the bylaws may provide that a meeting of the board to elect trustees shall be held at least once every 2 years. If a provision for a required meeting of the board is not set forth in the certificate of incorporation or bylaws, then the meeting shall be held annually.
b. If the certificate of incorporation or the bylaws provide that some of or all the trustees shall be elected or selected other than by the members or the board, the trustees named in the certificate of incorporation shall hold office for the term specified in the certificate of incorporation or bylaws and until their successors are elected and qualified.
c. At the first annual or biennial meeting of the members or of the board of trustees and at each annual or biennial meeting thereafter, the members or the board of trustees, as the certificate of incorporation or the bylaws or any other applicable law may provide, shall elect trustees to be elected by them to hold office until the next annual or biennial meeting, except as to the classification of trustees as permitted by subsection b. of section 15A:6-4. Each trustee shall hold office for the term for which the trustee is elected and qualified and until a successor is elected and qualified.
d. A trustee may resign by written notice to the corporation. The resignation shall be effective upon receipt thereof by the corporation or at a subsequent time as shall be specified in the notice of resignation.
L.1983, c. 127, s. 15A:6-3, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:6-4 - Classification of trustees; restriction of right to choose trustees

15A:6-4. Classification of trustees; restriction of right to choose trustees
a. As to trustees to be elected by the members or by the board of trustees, a corporation may provide in its certificate of incorporation or its bylaws for the classification of its trustees in respect to the time for which they shall severally hold office, but a class of trustees shall not hold office for a term shorter than 1 year or longer than 6 years. The term of office of at least one class shall expire every 2 years. A classification of trustees shall not be effective prior to the first annual or biennial meeting of members or the board of trustees.
b. Any corporation having more than one class of members may provide in its certificate of incorporation or its bylaws for the election of one or more trustees by the members of any class to the exclusion of members of other classes of members.
L.1983, c. 127, s. 15A:6-4, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:6-5 - Vacancies and newly created trusteeships

15A:6-5. Vacancies and newly created trusteeships
a. Unless otherwise provided in the certificate of incorporation or the bylaws, any trusteeship not filled at the annual or biennial meeting and any vacancy, however caused, occurring in the board may be filled by the affirmative vote of a majority of the remaining trustees even though less than a quorum of the board, or by a sole remaining trustee. A trustee so elected by the board shall hold office until the next succeeding annual or biennial meeting and until a successor is elected and qualified.
b. Unless otherwise provided in the certificate of incorporation or bylaws, when one or more trustees shall resign from the board effective at a future date, a majority of the trustees then in office, including those who have so resigned, may fill the vacancy or vacancies, the vote thereon to take effect when the resignation or resignations become effective. Each trustee so chosen shall hold office as herein provided in the filling of other vacancies.
c. Any trusteeship to be filled by reason of an increase in the number of trustees shall be filled by election at an annual or biennial meeting or at a special meeting called for that purpose of the members, or of the board if the certificate of incorporation, the bylaws or any other applicable law provides for the election of trustees by the board. A trustee elected by the board to fill the trusteeship shall hold office until the next succeeding annual or biennial meeting and until a successor is elected and qualified.
d. If by reason of death, resignation or other cause, a corporation has no trustees in office, any member or the executor or administrator of a deceased member may call a special meeting of members for the election of trustees and, over the signature of that person, shall give notice of the meeting in accordance with section 15A:5-4, except to the extent that the notice is waived pursuant to section 15A:5-5.
L.1983, c. 127, s. 15A:6-5, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:6-6 - Removal of trustees

15A:6-6. Removal of trustees
a. If the certificate of incorporation or the bylaws or any other applicable law provides for the election of trustees by the members, one or more or all the trustees may be removed for cause by the affirmative vote of the majority of the votes cast by the members entitled to vote for the election of trustees. The certificate of incorporation or bylaws may provide that the board may remove trustees for cause and to suspend trustees pending a final determination that cause exists for removal. If the certificate of incorporation or the bylaws so provide, one or more or all the trustees may be removed without cause by the affirmative vote of the majority of the votes cast by the members entitled to vote for the election of trustees.
b. If the certificate of incorporation or bylaws or any other applicable law provides that trustees may be elected by the board of trustees, one or more, but not all, of the trustees of the corporation may be removed for cause by the board by the affirmative vote of a majority of all the trustees.
c. The removal of trustees, with or without cause, by vote of the members as provided in subsection a. of this section is subject to the following qualifications:
(1) In any case where cumulative voting is authorized, if less than the total number of trustees then serving on the board is to be removed by the members, no one of the trustees may be so removed if the votes cast against that trustee's removal would be sufficient to elect the trustee if then voted cumulatively at an election of the entire board; or, if there are classes of trustees, at an election of the class of trustees of which such trustee is a part; and
(2) A trustee elected by a class vote, as authorized by subsection b. of section 15A:6-4, may be removed only by a class vote of the members entitled to vote for the election of that trustee.
d. The Superior Court, in an action in which the court may proceed in a summary manner or otherwise, may review the removal or suspension of a trustee for cause.
e. No act of the board done during the period when a trustee has been suspended or removed for cause shall be impugned or invalidated if the suspension or removal is thereafter rescinded or invalidated.
L.1983, c. 127, s. 15A:6-6, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:6-7 - Quorum of board of trustees and committees; vote required; action of trustees without a meeting

15A:6-7. Quorum of board of trustees and committees; vote required; action of trustees without a meeting
a. A majority of the entire board, or of any committee thereof, shall constitute a quorum for the transaction of business, unless the certificate of incorporation or the bylaws shall provide that a greater or lesser number constitutes a quorum, which in no case shall be less than the greater of two persons or one-third of the entire board or committee, except that when a committee of the board consists of one trustee, then one trustee shall constitute a quorum.
b. The act of the majority present at a meeting at which a quorum is present shall be the act of the board or the committee, unless the act of a greater number is required by this act, the certificate of incorporation or the bylaws. Any action required to be authorized by a vote of the trustees greater than a majority shall be rescinded or modified only by a like vote.
c. Unless otherwise provided by the certificate of incorporation or bylaws, any action required or permitted to be taken pursuant to authorization voted at a meeting of the board or any committee thereof may be taken without a meeting if, prior or subsequent to the action, all members of the board or of the committee, as the case may be, consent thereto in writing and the written consents are filed with the minutes of the proceedings of the board or committee. The consents shall have the same effect as a unanimous vote of the board or committee for all purposes, and may be stated as such in any certificate or other document filed with the Secretary of State.
L.1983, c. 127, s. 15A:6-7, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:6-8 - Effect of common trusteeships and trustees' personal interest

15A:6-8. Effect of common trusteeships and trustees' personal interest
a. No contract or other transaction between a corporation and one or more of its trustees, or between a corporation and any domestic or foreign corporation, firm, corporate business entity or association of any type or kind in which one or more of its trustees are trustees or directors or are otherwise interested, shall be void or voidable solely by reason of the common trusteeship or interest, or solely because the trustee or trustees are present at the meeting of the board or a committee thereof which authorizes or approves the contract or transaction, or solely because the trustee's or trustees' votes are counted for that purpose, if the contract or other transaction is fair and reasonable as to the corporation at the time it is authorized, approved or ratified and either:
(1) the fact of the common trusteeship or interest is disclosed or known to the board or committee and the board or committee authorizes, approves, or ratifies the contract or transaction by unanimous written consent, provided at least one trustee so consenting is disinterested, or by affirmative vote of a majority of the disinterested trustees, even though the disinterested trustees be less than a quorum; or
(2) the fact of the common trusteeship or interest is disclosed or known to the members, if any, and they authorize, approve or ratify the contract or transaction.
b. Common or interested trustees may be counted in determining the presence of a quorum at a board or committee meeting at which a contract or transaction described in subsection a. of this section is authorized, approved or ratified.
c. The board, by the affirmative vote of a majority of trustees in office and irrespective of any personal interest of any of them, shall have authority to establish reasonable compensation of trustees for services rendered to the corporation as trustees, officers, or otherwise. The approval of the members shall be required if the bylaws so provide.
L.1983, c. 127, s. 15A:6-8, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:6-9 - Executive committee; other committees

15A:6-9. Executive committee; other committees
a. If the certificate of incorporation or the bylaws so provide, the board, by resolution adopted by a majority of the entire board, may appoint from among the trustees an executive committee and one or more other committees, each of which shall have at least one or more members. To the extent provided in the resolution, or in the certificate of incorporation or in the bylaws, each committee shall have and may exercise all the authority of the board, except that no committee shall:
(1) Make, alter or repeal any bylaw of the corporation;
(2) Elect or appoint any trustee, or remove any officer or trustee;
(3) Submit to members any action that requires members' approval; or
(4) Amend or repeal any resolution previously adopted by the board.
b. The board, by resolution adopted by a majority of the entire board, may:
(1) Fill any vacancy in any committee;
(2) Appoint one or more trustees to serve as alternate members of any committee, to act in the absence or disability of members of any committee with all the powers of the absent or disabled members;
(3) Abolish any committee at its pleasure; and
(4) Remove any trustee from membership on a committee at any time, with or without cause.
c. Actions taken at a meeting of any committee shall be reported to the board at its next meeting following the committee meeting; except that, when the meeting of the board is held within 2 days after the committee meeting, the report shall, if not made at the first meeting, be made to the board at its second meeting following the committee meeting.
d. The designation of any committee and the delegation thereto of authority shall not operate to relieve the board, or any member thereof, of any responsibility imposed by law.
L.1983, c. 127, s. 15A:6-9, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:6-10 - Place and notice of trustees' meetings

15A:6-10. Place and notice of trustees' meetings
a. Meetings of the board may be held either within or without this State, unless otherwise provided by the certificate of incorporation or the bylaws.
b. Regular meetings of the board may be held with or without notice as prescribed in the bylaws. Special meetings of the board shall be held upon notice as prescribed in the bylaws. Notice of any meeting need not be given to any trustee who signs a waiver of notice, whether before or after the meeting. The attendance of any trustee at a meeting without protesting prior to the conclusion of the meeting the lack of notice of the meeting shall constitute a waiver of notice by that trustee. Neither the business to be transacted at, nor the purpose of, any meeting of the board need be specified in the notice or waiver of notice of the meeting unless required by the bylaws. Notice of an adjourned meeting need not be given if the time and place are fixed at the meeting adjourning and if the period of adjournment does not exceed 10 days in any one adjournment.
c. Any or all trustees may participate in a meeting of the board or a committee of the board by means of conference telephone or any means of communication by which all persons participating in the meeting are able to hear each other, unless otherwise provided in the certificate of incorporation or the bylaws.
L.1983, c. 127, s. 15A:6-10, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:6-11 - Loans to officers or employees

15A:6-11. Loans to officers or employees
A corporation may lend money to, or guarantee any obligation of, or otherwise assist, any officer or other employee of the corporation or of any subsidiary, whenever, in the judgment of the board, the loan, guarantee or assistance may reasonably be expected to benefit the corporation, except that a corporation shall not lend money to, guarantee any obligation of, or otherwise assist, any officer or other employee who is also a trustee of the corporation unless the loan, guarantee or assistance is authorized by the certificate of incorporation or bylaws and then only when authorized by at least two-thirds of the entire board, with the vote of the interested trustee not counted. The loan, guarantee or other assistance may be made with or without interest, and may be unsecured or secured in a manner as the board shall approve, and may be made upon other terms and conditions as the board may determine.
L.1983, c. 127, s. 15A:6-11, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:6-12 - Liability of trustees in certain cases

15A:6-12. Liability of trustees in certain cases
a. In addition to any other liabilities imposed by law upon trustees of a corporation, trustees who vote for, or concur in, any of the following corporate actions:
(1) The distribution or disposition of any asset in violation of this act, the certificate of incorporation, the bylaws, or the terms, conditions, or restrictions, express or implied, imposed upon the corporation upon acceptance of the asset by the corporation;
(2) The distribution of assets to members during or after dissolution of the corporation without paying, or adequately providing for, all known debts, obligations, and liabilities of the corporation, except that the trustees shall be liable only to the extent of the value of assets so distributed and to the extent that the debts, obligations and liabilities of the corporation are not thereafter paid, discharged, or barred by statute or otherwise;
(3) The complete liquidation of the corporation and distribution of all of its assets and cessation of the activities for which it was formed without dissolving or providing for the dissolution of the corporation and the payment of all fees, taxes and other expenses incidental thereto, except that the trustees shall be liable only to the extent of the value of assets so distributed and to the extent that the fees, taxes, and other expenses incidental thereto are not thereafter paid, discharged, or barred by statute or otherwise;
(4) The making of any loan to an officer, trustee or employee of the corporation contrary to the provisions of this act;
shall be jointly and severally liable to the corporation for the benefit of the corporation and its creditors, members or other interested persons to the extent of any injury suffered by those persons, respectively, as a result of the action.
b. Any trustee against whom a claim is successfully asserted under this section shall be entitled to contribution from the other trustees who voted for or concurred in the action upon which the claim is asserted.
c. Trustees against whom a claim is successfully asserted under this section shall be entitled, to the extent of the amounts paid by them to the corporation as a result of the claim upon payment to the corporation of the value of any assets wrongfully distributed or disposed of, or upon payment to the corporation of the amount of any loan made improperly, to be subrogated to the rights of the corporation against the person who received the asset or the improper loan.
d. A trustee shall not be liable under this section if, in the circumstances the trustee discharged the duty owned by the trustee to the corporation under section 15A:6-14.
e. Every action against a trustee for recovery upon a liability imposed by subsection a. of this section shall be commenced within 6 years next after the cause of action shall have accrued.
L.1983, c. 127, s. 15A:6-12, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:6-13 - Liability of trustees; presumption of assent to action taken at a meeting

15A:6-13. Liability of trustees; presumption of assent to action taken at a meeting
A trustee who is present at a meeting of the board, or any committee thereof of which the trustee is a member, at which action on any corporate matter referred to in section 15A:6-12 is taken shall be presumed to have concurred in the action taken unless the dissent of the trustee shall be entered in the minutes of the meeting or unless the trustee shall file a written dissent to the action with the person acting as the secretary of the meeting before or promptly after the adjournment of the meeting. The right to dissent shall not apply to a trustee who voted in favor of the action. A trustee who is absent from a meeting of the board, or any committee thereof of which the trustee is a member, at which any action is taken shall be presumed to have concurred in the action unless the trustee shall file a dissent with the secretary of the corporation within a reasonable time after learning of the action.
L.1983, c. 127, s. 15A:6-13, eff. Oct. 1, 1983.