reglab/statecodes huggingface dataset:
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:18-3 - Certain corporations may become benefit corporations.

14A:18-3 Certain corporations may become benefit corporations.
3. a. A corporation organized under the provisions of the "New Jersey Business Corporation Act," N.J.S.14A:1-1 et seq., may become a benefit corporation under this act by amending its certificate of incorporation so that it contains a statement that the corporation is a benefit corporation. The amendment shall not be effective unless it is adopted by at least the minimum status vote.
b. If a corporation that is not a benefit corporation is a party to a merger or consolidation or is the exchanging corporation in a share exchange, and the surviving or new corporation in the merger, consolidation, or share exchange is to be a benefit corporation, then the plan of merger, consolidation, or share exchange shall not be effective unless it is adopted by the corporation by at least the minimum status vote.
L.2011, c.30, s.3.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:18-4 - Termination of status as benefit corporation.

14A:18-4 Termination of status as benefit corporation.
4. a. A benefit corporation may terminate its status as a benefit corporation and cease to be subject to this act by amending its certificate of incorporation to delete the provision required by section 2 or subsection a. of section 3 of this act. The amendment shall not be effective unless it is adopted by at least the minimum status vote.
b. If a plan of merger, consolidation or exchange would have the effect of terminating the status of a corporation as a benefit corporation, the plan shall not be effective unless it is adopted by at least the minimum status vote.
L.2011, c.30, s.4.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:18-5 - Purpose of benefit corporation.

14A:18-5 Purpose of benefit corporation.
5. a. Every benefit corporation shall have the purpose of creating a general public benefit. This purpose is in addition to, and may be a limitation on, its purpose under its certificate of incorporation and any specific purpose set forth in its certificate of incorporation.
b. The certificate of incorporation of a benefit corporation may identify one or more specific public benefits that is the purpose of the benefit corporation to create in addition to its purposes under its certificate of incorporation and subsection a. of this section. The identification of a specific public benefit under this subsection does not limit the obligation of a benefit corporation to create general public benefit.
c. The creation of general and specific public benefits, as provided in subsections a. and b. of this section, shall be in the best interests of the benefit corporation.
d. A benefit corporation may amend its certificate of incorporation to add, amend or delete a specific public benefit that is the purpose of the benefit corporation to create. The amendment shall not be effective unless it is adopted by at least the minimum status vote.
L.2011, c.30, s.5.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:18-6 - Consideration of effects of action.

14A:18-6 Consideration of effects of action.
6. a. The board of directors, committees of the board and individual directors of a benefit corporation, in considering the best interests of the benefit corporation shall consider the effects of any action upon:
(1) the shareholders of the benefit corporation;
(2) the employees and workforce of the benefit corporation and its subsidiaries and suppliers;
(3) the interests of customers as beneficiaries of the general or specific public benefit purposes of the benefit corporation;
(4) community and societal considerations, including those of any community in which offices or facilities of the benefit corporation or its subsidiaries or suppliers are located;
(5) the local and global environment; and
(6) the short-term and long-term interests of the benefit corporation, including benefits that may accrue to the benefit corporation from its long-term plans and the possibility that these interests may be best served by the continued independence of the benefit corporation;
b. The board of directors, committees of the board and individual directors of a benefit corporation, in considering the best interests of the benefit corporation may consider:
(1) matters listed in subsection (2) of N.J.S.14A:6-1; and
(2) any other pertinent factors or the interests of any other group that they deem appropriate; and
c. The board of directors, committees of the board and individual directors of a benefit corporation shall not be required to give priority to the interests of any particular person or group referred to in subsection a. or subsection b. of this section over the interests of any other person or group unless the benefit corporation has stated its intention to give priority to interests related to a specific public benefit purpose identified in its certificate of incorporation.
d. A director is not personally liable for monetary damages for failure of the benefit corporation to create general or specific public benefits.
L.2011, c.30, s.6.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:18-7 - "Benefit director."

14A:18-7 "Benefit director."
7. a. The board of directors of a benefit corporation shall include one director who shall be designated the "benefit director" and shall have, in addition to all of the powers, duties, rights and immunities of the other directors of the benefit corporation, the powers, duties, rights and immunities provided in this act.
b. The benefit director shall be elected, and may be removed, in the manner provided by chapter 6 of Title 14A of the New Jersey Statutes, and shall be an individual who is independent. The benefit director may serve as the benefit officer, designated pursuant to section 9 of this act, at the same time as serving as the benefit director. The certificate of incorporation or bylaws of a benefit corporation may prescribe additional qualifications of the benefit director not inconsistent with this subsection.
c. The benefit director shall prepare, and the benefit corporation shall include in the annual benefit report to shareholders required by section 11 of this act, a statement whether, in the opinion of the benefit director, the benefit corporation acted in accordance with its general, and any specific, public benefit purpose in all material respects during the period covered by the report and whether the directors and officers complied with subsection a. of section 6 of this act and subsection a. of section 8 of this act. If in the opinion of the benefit director the benefit corporation or its directors or officers failed to act in accordance with its public benefit purpose, then the statement of the benefit director shall include a description of the ways in which the benefit corporation or its directors or officers failed to act.
d. If the by-laws of a benefit corporation provide that the powers and duties conferred or imposed upon the board of directors shall be exercised or performed by a person other than the directors pursuant to N.J.S.14A:6-1, then the bylaws of the benefit corporation must provide that the person or shareholders who perform the duties of a board of directors shall include a person with the powers, duties, rights and immunities of a benefit director.
e. Regardless of whether the certificate of incorporation of a benefit corporation includes a provision eliminating or limiting the personal liability of directors authorized by subsection (3) of N.J.S.14A:2-7, a benefit director shall not be personally liable for any act or omission in the capacity of a benefit director unless the act or omission constitutes self-dealing, willful misconduct or a knowing violation of law.
L.2011, c.30, s.7.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:18-8 - Actions of officers.

14A:18-8 Actions of officers.
8. a. Each officer of a benefit corporation shall consider the interests and factors described in subsection a. of section 6 of this act when:
(1) The officer has discretion to act with respect to a matter; and
(2) It reasonably appears to the officer that the matter may have a material effect on:
(a) the creation of general or specific public benefits by the benefit corporation; or
(b) any of the interests or factors referred to in subsection a. of section 6 of this act.
b. The consideration of interests and factors in the manner described in subsection c. of section 6 of this act.
c. An officer is not personally liable for monetary damages for failure of the benefit corporation to create general or specific public benefit.
L.2011, c.30, s.8.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:18-9 - "Benefit officer."

14A:18-9 "Benefit officer."
9. A benefit corporation may have an officer designated the "benefit officer" who shall have authority and shall perform duties in the management of the benefit corporation relating to the purpose of the corporation to create general or specific public benefits as may be provided by or pursuant to the by-laws or, in the absence of controlling provisions in the by-laws, as may be determined by or pursuant to resolutions or orders of the board of directors. If a benefit corporation has a benefit officer, the duties of the benefit officer shall include preparing the benefit report required by section 11 of this act.
L.2011, c.30, s.9.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:18-10 - Enforcement of duties of directors and officers.

14A:18-10 Enforcement of duties of directors and officers.
10. a. The duties of directors and officers under this act, and the general and any specific public benefit purpose of a benefit corporation, may be enforced only in a benefit enforcement proceeding. No person may bring an action or assert a claim against a benefit corporation or its directors or officers with respect to the duties of directors and officers under this act and the general and any specific public benefit purpose of the benefit corporation except in a benefit enforcement proceeding.
b. A benefit enforcement proceeding may be commenced or maintained only:
(1) Directly by the benefit corporation; or
(2) Derivatively by:
(a) a shareholder;
(b) a director;
(c) a person or group of persons that owns beneficially or of record 10% or more of the equity interests in an entity of which the benefit corporation is a subsidiary; or
(d) such other persons as may be specified in the certificate of incorporation or by-laws of the benefit corporation.
L.2011, c.30, s.10.
2023 New Jersey Revised Statutes › Title 15 - Corporations and Associations Not for Profit › Section 15:1-23 - Vested rights of certain corporations saved

15:1-23. Vested rights of certain corporations saved
The repeal of any act or part of any act by section thirteen of the act entitled "An act to incorporate associations not for pecuniary profit," approved April twenty-first, one thousand eight hundred and ninety-eight (L.1898, c. 181, s. 13, p. 427), shall not dissolve any corporation in existence on July fourth, one thousand eight hundred and ninety-eight, and nothing in the above-entitled act or in this title contained shall impair or annul any vested rights, privileges or powers actually exercised and enjoyed by any corporation under any law so repealed.
2023 New Jersey Revised Statutes › Title 15 - Corporations and Associations Not for Profit › Section 15:5-1 - Revaluation and remeasurement of meadow and marsh lands as basis of future assessments; commissioners

15:5-1. Revaluation and remeasurement of meadow and marsh lands as basis of future assessments; commissioners
Except as otherwise provided by law, at any annual meeting of a company which exists under any act of the legislature of this state to enable the owners and possessors of meadow and marsh lands to erect and maintain banks, dams, sluices and waterways sufficient to prevent the tide from overflowing the same, but not oftener than once in five years, the owners and possessors of said lands may proceed to elect by ballot three judicious and disinterested freeholders as commissioners. At the election each owner of such lands shall have one vote for each five valued acres of such lands held by him, but no such owner shall be deprived of having at least one vote thereat.
The commissioners, or a majority of them, after a notification of their election by the managers of the company, or a majority of them, shall view the premises and cause each owner's and possessor's share to be exhibited on a correct plot or map, to be made either from previous measurements or a new survey, setting forth the number of acres held by each owner, and also making a new valuation of the same, having regard to the quantity, quality and location. Their map, report and valuation, under their hands, or under the hands of a majority of them, shall be given to the managers of the company, shall remain in their possession during their continuance in office, and at the expiration of that term shall be delivered to their successors. They shall also be entered in the clerk's book and received as evidence of each owner's quantity of acres and of the value at which each lot is rated, and all future assessments shall be made in proportion thereto, unless changed thereafter as herein above provided. The duties of the commissioners shall be performed within four months of the time of the notice of their election, and their compensation shall be such as may be determined upon by vote at the annual meeting electing them. Notice of an intention to take proceedings at an annual meeting under this section shall be given to the owners and possessors of meadow and marsh lands to be affected thereby.
2023 New Jersey Revised Statutes › Title 15 - Corporations and Associations Not for Profit › Section 15:5-2 - Limitation of assessments for drainage

15:5-2. Limitation of assessments for drainage
All assessments on lands authorized to be made for the costs and expenses of the drainage of wet or overflowed lands by a commissioner or commissioners appointed by any court, or justice or judge thereof, under any general or special law enacted prior to April second, one thousand eight hundred and sixty-eight, shall be made with reference to the benefits resulting from such drainage and shall in no case be greater than the benefits. Any such general or special law authorizing such assessments shall be considered and construed in all courts as authorizing assessments to be made as herein above provided.
2023 New Jersey Revised Statutes › Title 15 - Corporations and Associations Not for Profit › Section 15:5-3 - Overflow by tide or filling in of lands within bounds of any meadow company; expenses

15:5-3. Overflow by tide or filling in of lands within bounds of any meadow company; expenses
The owners and possessors of lands contained within the bounds of a meadow company, organized under any special or general law of this state prior to March twenty-fourth, one thousand nine hundred and thirteen, may cause the same to be subjected to overflow by the tide, and may control the overflow for such period as may be agreed upon at the meeting held therefor as provided in sections 15:5-4 to 15:5-7 of this title, or may cause the same to be filled in and the surface thereof raised. The managers of the company, in addition to their duties in connection with the maintenance of the banks, dams, sluices and drains, shall direct and order the control of the overflow. All expenses, costs and charges incurred by the managers in the control of the overflow shall be raised, collected and paid in the manner provided by the general or special law under which the meadow company is organized.
2023 New Jersey Revised Statutes › Title 15 - Corporations and Associations Not for Profit › Section 15:5-4 - Submission to owners of propositions of overflow and filling in

15:5-4. Submission to owners of propositions of overflow and filling in
The proposition to subject said lands to overflow by the tide, and to control the overflow, or to cause the lands to be filled in, may be submitted to the owners of these lands at any annual or special meeting of the meadow company, called by the managers thereof or by at least five of the owners of lands within the bounds of the company. If submitted at a special meeting, the meeting shall be called by notice in writing, signed by a majority of the managers, or by the five owners if called by them, and such notices in either instance shall be posted for a period of at least fifteen days at five or more public places in the township in which the lands or the greater part thereof lie, and a copy thereof shall be published for two weeks, once in each week, in a newspaper published in the county wherein the lands lie and circulating in the neighborhood.
2023 New Jersey Revised Statutes › Title 15 - Corporations and Associations Not for Profit › Section 15:5-5 - Proposition receiving majority of votes to be carried out

15:5-5. Proposition receiving majority of votes to be carried out
At the annual or special meeting so called the question of overflowing the meadow lands of the company and the control of the overflow or of filling in the same may be submitted. If more than one-half of all the votes to which the owners of such lands are entitled are cast in favor of overflowing the lands and the control of the overflow, the managers shall cause the same to be overflowed and the overflow to be controlled for such period of time as may, by the vote aforesaid, be decided upon at the meeting. If more than one-half of all the votes to which the owners of such lands are entitled are, at such meeting, cast in favor of filling in the meadows, the managers shall cause the same to be filled in.
2023 New Jersey Revised Statutes › Title 15 - Corporations and Associations Not for Profit › Section 15:5-6 - Proceedings if lands to be overflowed or filled in abut on lands of other meadow company

15:5-6. Proceedings if lands to be overflowed or filled in abut on lands of other meadow company
15:5-6. If the lands of a meadow company taking advantage of sections 15:5-3 to 15:5-7 abut on the lands of another meadow company, and it shall be necessary to erect a cross bank to protect the adjoining meadow company from the overflow or the fill, the managers of the meadow company so taking advantage of said sections 15:5-3 to 15:5-7, or a majority of them, may apply to the Superior Court for the appointment of three judicious and disinterested persons well acquainted with banked meadows, as commissioners. The commissioners shall be appointed by the court after the giving of such notice of the application as the court prescribes, and when appointed, after giving such notice of the time and place of meeting as the court directs, shall view the premises, hear the parties in interest, may adjourn from time to time, and shall lay out the correct bank required to protect the adjoining meadows and cause the same to be constructed, the cost thereof to be paid by each meadow company in accordance with the assessments made by the commissioners. If the adjoining meadow company refuses to pay its proportion of the assessment, the company taking advantage of said sections 15:5-3 to 15:5-7 shall, in the first instance, pay the cost thereof, and the amount assessed against the adjoining company by the commissioners shall be returned in the report of the commissioners to the Superior Court. The collection of the same by the managers of the company so taking advantage of said sections 15:5-3 to 15:5-7 may be enforced by a civil action in any competent court or by a proceeding in lieu of prerogative writ. The commissioners shall receive such compensation as said court may order, to be paid by the plaintiffs.
Amended 1953, c.15, s.4; 1991,c.91,s.229.
2023 New Jersey Revised Statutes › Title 15 - Corporations and Associations Not for Profit › Section 15:5-7 - Expenses of filling in; limitation, assessment and payment thereof

15:5-7. Expenses of filling in; limitation, assessment and payment thereof
The expenses incident to the filling in of the meadows shall not exceed ten per cent of the value of the meadow lands within the bounds of a meadow company taking advantage of sections 15:5-3 to 15:5-7 of this title, as valued for assessment for meadow purposes on March twenty-fourth, one thousand nine hundred and thirteen. The obligations incurred by the managers within the limit aforesaid shall be assessed on the meadow owners and shall be paid as provided by law for the other legal expenses of the meadow company.
2023 New Jersey Revised Statutes › Title 15 - Corporations and Associations Not for Profit › Section 15:5-8 - Improvement and protection of tide marshes and swamps by companies organized by owners therefor

15:5-8. Improvement and protection of tide marshes and swamps by companies organized by owners therefor
Rev.1877, pp. 642 to 646, s.s. 1 to 21 (C.S. pp. 3241 to 3248, s.s. 1 to 21), entitled "An act to enable the owners of the tide swamps and marshes, to improve the same, and the owners of meadows already banked in, and held by different persons, to keep the same in good repair," passed November twenty-ninth, one thousand seven hundred and eighty-eight, saved from repeal, together with amendments and supplements, and amendments to amendments and supplements, thereto, approved or passed on the following dates:
November 27, 1806 (Rev.1877, pp. 646 to 648, s.s. 22 to 26; C.S. pp. 3248, 3249, s.s. 22 to 26, which act was further amended by L.1895, c. 110, p. 214).
February 10, 1819 (Rev.1877, p. 648, s. 27; C.S. p. 3250, s. 27).
January 22, 1829 (Rev.1877, pp. 648, 649, s.s. 28 to 31; C.S. pp. 3250, 3251, s.s. 28 to 31, which act was further amended by L.1895, c. 111, p. 215, and L.1926, c. 181, p. 302).
March 7, 1832 (Rev.1877, pp. 649, 650, s.s. 33 to 37; C.S. pp. 3251, 3252, s.s. 32 to 36).
March 5, 1839 (Rev.1877, p. 650, s.s. 38, 39; C.S. p. 3245, s.s. 14a, 14b).
March 1, 1849 (Rev.1877, p. 650, s. 40; C.S. p. 3252, s. 37).
April 5, 1855 (Rev.1877, p. 651, s.s. 41 to 44; C.S. pp. 3252, 3253, s.s. 38 to 41).
March 20, 1857 (Rev.1877, p. 651, s.s. 45, 46; C.S. p. 3243, s.s. 6a, 6b).
March 16, 1870 (Rev.1877, p. 652, s. 47; C.S. p. 3253, s. 42).
March 19, 1878 (L.1878, c. 79, p. 138; C.S. p. 3253, s.s. 43, 44, which act was further amended by L.1895, c. 112, p. 217).
March 10, 1882 (L.1882, c. 72, p. 85; C.S. p. 3252, s. 35a, which act was further amended by L.1886, c. 63, p. 81).
(Passed) March 24, 1885 (L.1885, c. 103, p. 120; C.S. p. 3243, s. 9).
(Passed) March 10, 1886 (L.1886, c. 63, p. 81).
March 7, 1895 (L.1895, c. 109, p. 212; C.S. p. 3241, s. 1).
March 7, 1895 (L.1895, c. 110, p. 214; C.S. p. 3248, s. 22).
March 7, 1895 (L.1895, c. 111, p. 215; C.S. pp. 3250, 3251, s.s. 28, 30, 31, which act was further amended by L.1926, c. 181, p. 302).
March 7, 1895 (L.1895, c. 112, p. 217; C.S. p. 3253, s. 43).
March 22, 1895 (L.1895, c. 326, p. 649; C.S. pp. 3254, 3255, s.s. 45 to 50).
April 14, 1903 (L.1903, c. 264, p. 707; C.S. pp. 3255, 3256, s.s. 51, 52).
March 26, 1926 (L.1926, c. 181, p. 302).
December 18, 1957 (L.1957, c. 201, p. 708).
[This act, as so amended and supplemented, provides for the organization and conduct of companies by the owners of tide marshes and swamps for the purpose of improving and protecting the same. It provides for and regulates the carrying out and financing of the various projects and undertakings of such companies.]
2023 New Jersey Revised Statutes › Title 15 - Corporations and Associations Not for Profit › Section 15:5-9 - Improvement and protection of tide marshes and swamps, not exceeding two hundred acres in area

15:5-9. Improvement and protection of tide marshes and swamps, not exceeding two hundred acres in area
L.1880, c. 163, p. 240 (C.S. pp. 3256 to 3260, s.s. 53 to 64), entitled "An act for incorporation of companies for draining and improving meadows and lands overflowed by tide water," approved March eleventh, one thousand eight hundred and eighty, saved from repeal, together with the supplements thereto, approved March eighteenth, one thousand eight hundred and eighty-one (L.1881, c. 120, p. 136; C.S. p. 3260, s. 65). [This act, as so supplemented, provides for the organization and conduct of companies by the owners of tide marshes and swamps, not exceeding two hundred acres in area, for the purpose of improving and protecting the same. It provides for and regulates the carrying out and financing of the various projects and undertakings of such companies.]
2023 New Jersey Revised Statutes › Title 15 - Corporations and Associations Not for Profit › Section 15:5-10 - Improvement and support of roads to salt marshes by companies formed by owners

15:5-10. Improvement and support of roads to salt marshes by companies formed by owners
Rev.1877, pp. 660, 661, s.s. 87 to 93 (C.S. pp. 3274, 3275, s.s. 120 to 126), entitled "An act to enable two-thirds of the owners in value of any body or tract of salt marsh or meadow, within this state, using a common road to the fast land, to support the same," passed November eighteenth, one thousand eight hundred and twenty-two, saved from repeal, together with the supplement thereto, approved March fourth, one thousand eight hundred and fifty-eight (Rev.1877, pp. 661, 662, s.s. 94 to 97; C.S. pp. 3275, 3276, s.s. 127 to 129). [This act, as so supplemented, provides for the organization of owners of salt marshes for the purpose of improving and supporting roads connected therewith and used in common by such owners. It establishes the proceedings necessary for carrying out and financing the work necessary for effecting said purposes.]
2023 New Jersey Revised Statutes › Title 15 - Corporations and Associations Not for Profit › Section 15:5-11 - Improvement of islands and protection thereof against tides by owners

15:5-11. Improvement of islands and protection thereof against tides by owners
L.1881, c. 146, p. 177 (C.S. pp. 3060 to 3064, s.s. 35 to 48), entitled "An act to enable the owners of any island, or part thereof, to improve the same and to protect the same from damage by high tides," passed March twenty-third, one thousand eight hundred and eighty-one, saved from repeal. [This act provides for the organization and conduct of companies by the owners of any island for the purpose of protecting the same against tides. It provides for and regulates the carrying out and financing of the various projects and undertakings of such companies.]
2023 New Jersey Revised Statutes › Title 15 - Corporations and Associations Not for Profit › Section 15:8-1.1 - Arsonists ineligible to be fire fighters

15:8-1.1. Arsonists ineligible to be fire fighters
a. A person who is convicted of a violation of subsections a., b., c. or d. of N.J.S. 2C:17-1, concerning arson and arson related offenses, is ineligible for membership in a volunteer fire company.
b. A person who is convicted of a violation of N.J.S. 2C:33-3, concerning false public alarms, is ineligible for membership in a volunteer fire company for a period of 10 years from the date of the conviction.
c. For the purposes of this act, "membership in a volunteer fire company" means membership in a volunteer fire company organized pursuant to Title 15 of the Revised Statutes or Title 15A of the New Jersey Statutes, membership in a volunteer fire company or similar organization constituted in a fire district pursuant to N.J.S. 40A:14-70.1, membership in a junior firemen's auxiliary established pursuant to N.J.S. 40A:14-95, or nonpaid membership in a part-paid fire department or force established pursuant to chapter 14 of Title 40A of the New Jersey Statutes.
L. 1985, c. 323, s. 1, eff. Sept. 17, 1985.
2023 New Jersey Revised Statutes › Title 15 - Corporations and Associations Not for Profit › Section 15:8-5 - Exempt certificates issued to certain members on disbandment

15:8-5. Exempt certificates issued to certain members on disbandment
Whenever a municipality shall disband any fire, hose, truck or hook and ladder company by reason of establishing a paid fire department, the members in good standing on the rolls of the company, who have served faithfully for three or more years at the time of the disbandment, shall be entitled to "exempt certificates" issued in the same manner as exempt certificates are now issued. All holders of such certificates shall be entitled to all the rights, privileges and exemptions from duties of exempt firemen. This section shall not apply to the members of companies disbanded for insubordination or failure faithfully to perform fire duty.
2023 New Jersey Revised Statutes › Title 15 - Corporations and Associations Not for Profit › Section 15:8-7 - Disposition of accumulated fire department fund on expiration of charter

15:8-7. Disposition of accumulated fire department fund on expiration of charter
When the volunteer fire department in any city has accumulated or shall accumulate a fire department fund for the benefit of said departments, such funds, on the expiration of the charters of said departments by limitation of law or otherwise, if the department maintains an existence as an exempt fire association, shall revert to and become the property of said exempt association as aforesaid.
2023 New Jersey Revised Statutes › Title 15 - Corporations and Associations Not for Profit › Section 15:11-4.1 - Increase of trustees of college or university created by special charter

15:11-4.1. Increase of trustees of college or university created by special charter
Any college or university in this State created by special charter which limits the number of members on the board of trustees and restricts membership to members of a religious order or community, may, notwithstanding such limitation and restriction, appoint or elect to the board of trustees additional members, including lay members, in such number as it deems advisable.
L.1969, c. 291, s. 1, eff. Jan. 15, 1970.
2023 New Jersey Revised Statutes › Title 15 - Corporations and Associations Not for Profit › Section 15:11-7 - Acquisition of additional land by trustees of educational corporation

15:11-7. Acquisition of additional land by trustees of educational corporation
The board of trustees of any corporation created by any law of this state for educational purposes and owning and maintaining grounds open to the public for park or recreation purposes shall have power and authority to purchase and take title to such lands as shall adjoin on three sides the land already owned by such corporation.
2023 New Jersey Revised Statutes › Title 15 - Corporations and Associations Not for Profit › Section 15:11-8 - Power to acquire land by condemnation

15:11-8. Power to acquire land by condemnation
When the board of trustees shall deem it desirable to acquire any lands as described in section 15:11-7 of this title, and cannot agree with the owners of the land as to price or terms of the purchase; or when by the incapacity or absence of the owners, or their inability to convey valid title; or when, for any other reason, said board cannot arrange for the purchase thereof, the said board, with the consent, expressed by resolution or ordinance of the governing body of the municipality, wherein the lands sought to be condemned are situate, after due notice to the property owners affected, may acquire such land by condemnation pursuant to chapter 1 of the title Eminent Domain (s. 20:1-1 et seq.). This section shall not authorize the condemnation of lands owned by a religious, charitable or educational society or corporation.
2023 New Jersey Revised Statutes › Title 15 - Corporations and Associations Not for Profit › Section 15:18-26 - Definitions relative to funds held by charitable institutions.

15:18-26 Definitions relative to funds held by charitable institutions.
2. As used in this act:
"Charitable purpose" means the relief of poverty, the advancement of education or religion, the promotion of health, the promotion of a governmental purpose, or any other purpose, the achievement of which is beneficial to the community.
"Endowment fund" means an institutional fund or any part thereof that, under the terms of a gift instrument, is not wholly expendable by the institution on a current basis. The term does not include assets that an institution designates as an endowment fund for its own use.
"Gift instrument" means a record or records, including an institutional solicitation, under which property is granted to, transferred to, or held by an institution as an institutional fund.
"Institution" means: a person, other than an individual, organized and operated exclusively for charitable purposes; a government or governmental subdivision, agency, or instrumentality, to the extent that it holds funds exclusively for a charitable purpose; and a trust that had both charitable and noncharitable interests, after all noncharitable interests have terminated.
"Institutional fund" means a fund held by an institution exclusively for charitable purposes. The term does not include: program-related assets; a fund held for an institution by a trustee that is not an institution; or a fund in which a beneficiary that is not an institution has an interest, other than an interest that could arise upon violation or failure of the purposes of the fund.
"Person" means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, for-profit corporation, non-profit corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.
"Program-related asset" means an asset held by an institution primarily to accomplish a charitable purpose of the institution and not primarily for investment.
"Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
L.2009, c.64, s.2.
2023 New Jersey Revised Statutes › Title 15 - Corporations and Associations Not for Profit › Section 15:18-28 - Accumulation of expenditures from endowment fund.

15:18-28 Accumulation of expenditures from endowment fund.
4. a. Subject to the intent of a donor expressed in the applicable gift instrument, an institution may appropriate for expenditure or accumulate so much of an endowment fund as the institution determines is prudent for the uses, benefits, purposes, and duration for which the endowment fund is established. Unless stated otherwise in the gift instrument, the assets in an endowment fund are donor-restricted assets until appropriated for expenditure by the institution. In making a determination to appropriate or accumulate, the institution shall act in good faith, with the care that an ordinarily prudent person in a like position would exercise under similar circumstances, and shall consider, if relevant, the following factors:
(1) the duration and preservation of the endowment fund;
(2) the purposes of the institution and the endowment fund;
(3) general economic conditions;
(4) the possible effect of inflation or deflation;
(5) the expected total return from income and the appreciation of investments;
(6) other resources of the institution; and
(7) the investment policy of the institution.
b. To limit the authority to appropriate for expenditure or accumulate under subsection a. of this section, a gift instrument shall specifically state the limitation.
c. Terms in a gift instrument designating a gift as an endowment, or a direction or authorization in the gift instrument to use only "income," "interest," "dividends," or "rents, issues, or profits," or "to preserve the principal intact," or words of similar import:
(1) create an endowment fund of permanent duration unless other language in the gift instrument limits the duration or purpose of the fund; and
(2) do not otherwise limit the authority to appropriate for expenditure or accumulate under subsection a. of this section.
L.2009, c.64, s.4.
2023 New Jersey Revised Statutes › Title 15 - Corporations and Associations Not for Profit › Section 15:18-29 - Delegation of management, investment of institutional fund to external agent.

15:18-29 Delegation of management, investment of institutional fund to external agent.
5. a. Subject to any specific limitation set forth in a gift instrument or in law other than this act, an institution may delegate to an external agent the management and investment of an institutional fund to the extent that an institution could prudently delegate under the circumstances. An institution shall act in good faith, with the care that an ordinarily prudent person in a like position would exercise under similar circumstances, in:
(1) selecting an agent;
(2) establishing the scope and terms of the delegation, consistent with the purposes of the institution and the institutional fund; and
(3) periodically reviewing the agent's actions in order to monitor the agent's performance and compliance with the scope and terms of the delegation.
b. In performing a delegated function, an agent shall owe a duty to the institution to exercise reasonable care to comply with the scope and terms of the delegation.
c. An institution that complies with subsection a. of this section shall not be liable for the decisions or actions of an agent to which the function was delegated.
d. By accepting delegation of a management or investment function from an institution that is subject to the laws of this State, an agent shall submit to the jurisdiction of the courts of this State in all proceedings arising from or related to the delegation or the performance of the delegated function.
e. An institution may delegate management and investment functions to its committees, officers, or employees as authorized by law of this State other than this act.
L.2009, c.64, s.5.
2023 New Jersey Revised Statutes › Title 15 - Corporations and Associations Not for Profit › Section 15:18-30 - Release of restriction contained in gift instrument.

15:18-30 Release of restriction contained in gift instrument.
6. a. If the donor consents in a record, an institution may release or modify, in whole or in part, a restriction contained in a gift instrument on the management, investment, or purpose of an institutional fund, so long as the release or modification does not allow a fund to be used for a purpose other than a charitable purpose of the institution.
b. The court, upon application of an institution, may modify a restriction contained in a gift instrument regarding the management or investment of an institutional fund if the restriction has become impracticable or wasteful, if it impairs the management or investment of the fund, or if, because of circumstances not anticipated by the donor, a modification of a restriction will further the purposes of the fund. The institution shall give notice to the Attorney General in accordance with the Rules of Court of the application, and the Attorney General shall be given an opportunity to be heard. To the extent practicable, any modification shall be made in accordance with the donor's probable intention.
c. If a particular charitable purpose or a restriction contained in a gift instrument on the use of an institutional fund becomes unlawful, impracticable, impossible to achieve, or wasteful, the court, upon application of an institution, may modify the purpose of the fund or the restriction on the use of the fund in a manner consistent with the charitable purpose of the institution or charitable intent of the donor. The institution shall give notice to the Attorney General of the application in accordance with the Rules of Court, and the Attorney General shall be given an opportunity to be heard.
d. If an institution determines that a restriction contained in a gift instrument on the management, investment, or purpose of an institutional fund is unlawful, impracticable, impossible to achieve, or wasteful, the institution may, following 60 days' notice to the Attorney General, release or modify the restriction, in whole or in part, if:
(1) the institutional fund subject to the restriction has a total value of less than $250,000;
(2) more than 20 years have elapsed since the fund was established; and
(3) the institution uses the property in a manner consistent with the charitable purpose expressed in the gift instrument.
L.2009, c.64, s.6.
2023 New Jersey Revised Statutes › Title 15 - Corporations and Associations Not for Profit › Section 15:18-32 - Inapplicability of act.

15:18-32 Inapplicability of act.
8. This act shall apply to institutional funds existing on or established after the effective date of this act. As applied to institutional funds existing on the effective date of this act, this act governs only decisions made or actions taken on or after that date.
L.2009, c.64, s.8.
2023 New Jersey Revised Statutes › Title 15 - Corporations and Associations Not for Profit › Section 15:18-33 - Modifications, limits, supersedure.

15:18-33 Modifications, limits, supersedure.
9. This act modifies, limits, and supersedes the "Electronic Signatures in Global and National Commerce Act," Pub.L.106-229 (15 U.S.C. s.7001 et seq.), but does not modify, limit, or supersede Section 101(a) of that act (15 U.S.C. s.7001(a)), or authorize electronic delivery of any of the notices described in Section 103(b) of that act (15 U.S.C. s.7003(b)).
L.2009, c.64, s.9.
2023 New Jersey Revised Statutes › Title 15 - Corporations and Associations Not for Profit › Section 15:18-34 - Application, construction of act.

15:18-34 Application, construction of act.
10. This act shall be so applied and construed as to effectuate its general purpose to make uniform the law with respect to the subject of this act among the states which enact it.
L.2009, c.64, s.10.
2023 New Jersey Revised Statutes › Title 15 - Corporations and Associations Not for Profit › Section 15:19-1 - Definitions

15:19-1. Definitions
As used in this act:
(a) "code" means the Internal Revenue Code of 1954 as amended;
(b) "private foundation trust" means a charitable trust administered by a corporation as herein defined, and which is a private foundation described in section 509(a) of the code, including each nonexempt charitable trust described in section 4947(a)(1) of the code which is treated as a private foundation;
(c) "corporation" means a corporation organized under Title 15 of the Revised Statutes or under any other law of this State applicable to corporations not for profit, to function as a private foundation trust.
L.1971, c. 337, s. 1, eff. Dec. 13, 1971.
2023 New Jersey Revised Statutes › Title 15 - Corporations and Associations Not for Profit › Section 15:19-2 - Certificates of incorporation; contents

15:19-2. Certificates of incorporation; contents
Notwithstanding any provision to the contrary contained in any law of this State and except as otherwise provided in section 3 of this act, the certificate of incorporation of every corporation as herein defined, shall be deemed to include the following:
"This corporation shall make distributions at such times and in such manner as not to subject it to tax under section 4942 of the Internal Revenue Code of 1954, as amended, and shall not engage in any act of self-dealing as defined in section 4941 of the said code, and shall not retain any excess business holdings as defined in section 4943 of said code, and shall not make any investments as defined in section 4944 of the said code, and shall not make any taxable expenditures which would subject it to tax under section 4945 of the said code."
L.1971, c. 337, s. 2, eff. Dec. 13, 1971.
2023 New Jersey Revised Statutes › Title 15 - Corporations and Associations Not for Profit › Section 15:19-3 - Certificate of incorporation; exclusion of provision by amendment

15:19-3. Certificate of incorporation; exclusion of provision by amendment
The governing body of any corporation as herein defined may, without judicial proceedings, amend its certificate of incorporation to expressly exclude the provisions of section 2 of this act, by executing a certificate of amendment incorporating such exclusion and filing a copy thereof in the office of the Secretary of State of this State. Upon the filing of such amendment, the provisions of section 2 of this act shall not be applicable to such corporation.
L.1971, c. 337, s. 3, eff. Dec. 13, 1971.
2023 New Jersey Revised Statutes › Title 15 - Corporations and Associations Not for Profit › Section 15:19-4 - Construction of act to qualify for maximum tax exemptions

15:19-4. Construction of act to qualify for maximum tax exemptions
This act shall be so construed as to enable split-interest trusts and private foundation trusts to qualify for the maximum tax exemptions available to such trusts under the provisions of the Internal Revenue Code of 1954 as amended.
L.1971, c. 337, s. 4, eff. Dec. 13, 1971.
2023 New Jersey Revised Statutes › Title 15 - Corporations and Associations Not for Profit › Section 15:19-5 - Act not to impair power of courts and attorney general

15:19-5. Act not to impair power of courts and attorney general
Nothing in this act shall impair the power conferred by law upon the courts or the Attorney General of this State with respect to any corporation subject to the provisions of this act.
L.1971, c. 337, s. 5, eff. Dec. 13, 1971.
2023 New Jersey Revised Statutes › Title 15 - Corporations and Associations Not for Profit › Section 15:19-6 - Effective date; application to corporations

15:19-6. Effective date; application to corporations
This act shall take effect immediately, and shall apply to all corporations as described in section 2 hereof, whether organized before or after the effective date of this act.
L.1971, c. 337, s. 6, eff. Dec. 13, 1971.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:1-1 - Short title; purposes; rules of construction; variation

15A:1-1. Short title; purposes; rules of construction; variation
a. This title shall be known and may be cited as the "New Jersey Nonprofit Corporation Act."
b. This title shall be liberally construed and applied to promote its underlying purposes and policies.
c. Underlying purposes and policies of this title are, among others:
(1) to simplify, clarify and modernize the law governing nonprofit corporations;
(2) to provide a general corporate form for the conduct of lawful, nonprofit activities with such variations and modifications from the form so provided as the interested parties in any nonprofit corporation may agree upon, subject only to overriding interests of this State and of third parties; and
(3) to make the law governing nonprofit corporations as nearly compatible with the New Jersey Business Corporation Act (N.J.S. 14A:1-1 et seq.) as may be practicable, subject to the particular requirements of nonprofit corporations.
d. The presence in certain provisions of this title of the words "unless otherwise provided in the certificate of incorporation" or "unless otherwise provided in the certificate of incorporation or bylaws," or words of similar import, does not imply that the effect of other provisions may not be varied by provisions in the certificate of incorporation or bylaws.
L.1983, c. 127, s. 15A:1-1, eff. Oct. 1, 1983.