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The New Jersey Business Corporation Act is contained within Title 14A of the New Jersey statutes. I have provided a link to the statute.
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Try this link http://www.njlawnet.com/corp.html you will then want to click on NJ Statutes and go to Title 14A.
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New Jersey Business Corporation Act, Title 14A
14A:1-1. Short title; purposes; rules of construction; variation.
(1) This act shall be known and may be cited as the "New Jersey Business Corporation Act."(2) This act shall be liberally construed and applied to promote its underlying purposes and policies.(3) Underlying purposes and policies of this act are, among others,(a) to simplify, clarify and modernize the law governing corporations;(b) to provide a general corporate form for the conduct of lawful business with such variations and modifications from the form so provided as the interested parties in any corporation may agree upon, subject only to over-riding interests of this State and of third parties; and(c) to give special recognition to the legitimate needs of the close corporation.(4) The presence in certain provisions of this act of the words "unless otherwise provided in the certificate of incorporation" or "unless otherwise provided in the certificate of incorporation or by-laws," 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 by-laws.
14A:1-2.1. Definitions.As used in this act, unless the context otherwise requires, the term:(a) "Act" or "this act" means the "New Jersey Business Corporation Act" and includes all amendments and supplements thereto.(b) "Attorney General" means the Attorney General of New Jersey.(c) "Authorized shares" means the shares of all classes and series which the corporation is authorized to issue.(d) "Board" means board of directors. "Entire board" means the total number of directors which the corporation would have if there were no vacancies.(e) "Bonds" includes secured and unsecured bonds, debentures, notes and other written obligations for the payment of money.
(f) "Certificate of incorporation" includes:(i) the original certificate of incorporation or any other instrument filed or issued under any statute to form a domestic or foreign corporation, as amended, supplemented or restated by certificates of amendment, merger or consolidation or by other certificates or instruments filed or issued under any statute; and(ii) a special act or charter creating a domestic or foreign corporation, as amended, supplemented or restated.(g) "Corporation" or "domestic corporation" means a corporation for profit organized under this act, or existing on its effective date and theretofore organized under any other law of this State for a purpose or purposes for which a corporation may be organized under this act.(h) "Director" means any member of the governing board of a corporation, whether designated as director, trustee, manager, governor, or by any other title.(i) "Foreign corporation" means a corporation for profit organized under laws of a jurisdiction other than this State for a purpose or purposes for which a corporation may be organized under this act.(j) "Resolution" means any action taken or authority granted by the shareholders, the board, or a committee of the board, regardless of whether evidenced by a formal resolution.(k) "Secretary of State" means the Secretary of State of New Jersey.(l) "Shareholder" means one who is a holder of record of shares in a corporation.(m) "Shares" means the units into which the proprietary interests in a corporation are divided.(n) "Subscriber" means one who subscribes for shares in a corporation, whether before or after incorporation.(o) "Subsidiary" means a domestic or foreign corporation whose outstanding shares are owned directly or indirectly by another domestic or foreign corporation in such number as to entitle the holder at the time to elect a majority of its directors without regard to voting power which may thereafter exist upon a default, failure or other contingency.(p) "Treasury shares" means shares of a corporation which have been issued, and have been subsequently acquired by the corporation under circumstances which do not result in cancellation. Treasury shares are issued shares, but not outstanding shares.(q) "Other business entity" means a partnership or limited liability company, whether organized under the laws of this State or under the laws of any other state or foreign jurisdiction.(r) "Votes cast" means all votes cast in favor of and against a particular proposition, but shall not include abstentions.14A:1-3. Application of act.
14A:1-4. Reincorporation under this act by certain corporations organized under special acts.
Any corporation which has been organized by special act of the Legislature for any of the purposes permitted by this act, and to which this act does not apply pursuant to section 14A:1-3, may come under and be subject to the provisions of this act, and continue in existence and operation as if organized hereunder, by amending its certificate of incorporation pursuant to the provisions of this act and filing a certificate of such amendment in the office of the Secretary of State, together with a certificate waiving any right of exemption from taxation and from privileges and advantages arising under such special act of incorporation. Thereupon, such corporation shall be deemed to be incorporated under this act and to be free from the liabilities and provisions of the act or acts under which it was formerly incorporated. Nothing in this section shall be held to affect such transactions, liabilities or debts of any such corporations, occurring before the filing of such certificate. New Jersey Corporations, General Laws Section
14A:1-5. Reservation of power.
This act may be supplemented, altered, amended or repealed by the Legislature, and every corporation, domestic or foreign, to which this act applies shall be bound thereby.
The repeal by this act of the whole or any part of any act under which there was organized any corporation in existence on the effective date of this act, shall not work a dissolution of such corporation, but such corporation, its officers, directors and shareholders shall have the same rights, and shall be subject to the same limitations, restrictions, liabilities and penalties as those prescribed by this act for corporations organized under this act, their officers, directors and shareholders.
Section 14A:1-8. Notices.
In computing the period of time for the giving of any notice required or permitted by this act, or by a certificate of incorporation or by-laws or any resolution of directors or shareholders, the day on which the notice is given shall be excluded, and the day on which the matter noticed is to occur shall be included. If notice is given by mail, the notice shall be deemed to be given when deposited in the mail addressed to the person to whom it is directed at his last address as it appears on the records of the corporation, with postage prepaid thereon. Any notice required or permitted to be given under this act by mail or by certified mail, return receipt requested, may be given by personal delivery to the person to whom it is directed. Section 14A:1-9. Certificates and certified copies.
(1) Upon request of any person, the Secretary of State shall furnish certified copies of documents filed in his office in accordance with the provisions of this act. (2) Upon request of any person, the Secretary of State shall certify to the existence or non-existence of any facts on record in his office relating to domestic or foreign corporations. (3) In addition, the Secretary of State shall provide information and documents upon telephone request and over the counter in accordance with sections 3 and 4 of P.L. 1982, c. 150 (C. 52:16A-37 and C. 52:16A-38). 14A:1-10. Filing documents by telecopy. (1) The Secretary of State may accept for filing by means of telecopy any document required or permitted to be filed in the office of the Secretary of State. (2) The Secretary of State shall charge a fee for the filing of a document by telecopy, which fee shall be in addition to the usual fee charged for filing the document. (3) "Telecopy" means any method or means adopted by the Secretary of State for the transmission or receipt of facsimile documents.14A:1-11. Preclearance of documents to be filed.
Any document required to be filed under this act may be submitted to the Secretary of State for review prior to the time the document is formally filed. The Secretary of State shall determine whether the document is acceptable for filing and, if it is not acceptable, shall state why it is not acceptable. The Secretary of State shall charge a fee for the preclearance of documents. 14A:2-1. Purposes.
A corporation may be organized under this act for any lawful business purpose or purposes except to do in this State any business for which organization is permitted under any other statute of this State unless such statute permits organization under this act.
14A:2-2. Corporate name of domestic or foreign corporations.
(1) The corporate name of a domestic corporation or of a foreign corporation authorized to transact business in this State (a) Shall not contain any word or phrase, or abbreviation or derivative thereof, which indicates or implies that it is organized for any purpose other than one or more of the purposes permitted by its certificate of incorporation; (b) Shall be such as to distinguish it upon the records in the office of the Secretary of State from the names of other for profit and nonprofit domestic corporations and for profit and nonprofit foreign corporations qualified to do business in this State and from the names of domestic limited partnerships and foreign limited partnerships and from names subject to a current name reservation or a current name registration, unless there is filed a certified copy of a final judgment of a court of competent jurisdiction establishing the prior right of the corporation to the use of such name in this State; (c) Shall not contain any word or phrase, or any abbreviation or derivative thereof, the use of which is prohibited or restricted by any other statute of this State, unless any such restrictions have been complied with; and (d) Shall contain the word "corporation," "company," "incorporated," or shall contain an abbreviation of one of those words, or shall include the abbreviation Ltd. or shall contain words or abbreviations of like import in other languages, except that a foreign corporation which does not have those words or an abbreviation thereof in its name shall add at the end of its name one of those words or an abbreviation thereof for use in this State. (2) This section (a) Shall not require any domestic corporation or any foreign corporation authorized to transact business in this State to change its corporate name; and (b) Shall not prevent a domestic corporation with which another corporation, domestic or foreign, is merged, or which is formed by the reorganization or consolidation of one or more other domestic or foreign corporations or upon a sale, lease or other disposition to, or exchange with, a domestic corporation of all or substantially all the assets of another corporation, domestic or foreign, including its name, from having the same corporate name as any of such corporations if at the time such other corporation was organized under the laws of, or is authorized to transact business in, this State. (3) If the name of a foreign corporation is not available for use in this State because of the prohibitions of subsection 14A:2-2 (1), such corporation may be authorized to transact business in this State under an assumed name which is available for corporate use under this section. Such corporation shall file in the office of the Secretary of State with its application for an original or amended certificate of authority a resolution of its board adopting such assumed name for use in transacting business in this State. (4) The corporate name of a domestic corporation or nonprofit corporation which has been dissolved shall not be available for corporate use for one year after the effective time of dissolution, unless, within such one-year period, the written consent of such dissolved corporation to the adoption of its name is XXXXX XXXXX the office of the Secretary of State with the certificate of incorporation of another domestic corporation or with the application of a foreign corporation for an original or amended certificate of authority to transact business in this State. (5) The filing in the office of the Secretary of State of the certificate of incorporation of a domestic corporation or the issuance by the Secretary of State of a certificate to a foreign corporation authorizing it to transact business in this State shall not preclude an action by this State to enjoin a violation of this section or an action by any person adversely affected to enjoin such violation or the use of a corporate name in violation of the rights of such person, whether on principles of unfair competition or otherwise. The court in any such action may grant any other appropriate relief.
14A:2-2c. Change of corporate name; existing corporations organized or authorized to transact business in state prior to effective date of act.
This amendatory and supplementary act shall not require any domestic corporation organized prior to the effective date of this act or any foreign corporation authorized to transact business in this State prior to the effective date of this act or any nonprofit corporation organized pursuant to Title 15 of the Revised Statutes prior to the effective date of this act to change its corporate name in order to comply with this act, if such name is XXXXX XXXXX on the effective date of this act. No corporation shall change its corporate name on or after the effective date to a name which is not available for use under this act.14A:2-2.1. Corporate alternate names .
(1) No domestic corporation, or foreign corporation which transacts business in this State within the meaning of section 14A:13-3, shall transact any business in this State using a name other than its actual name unless (a) It also uses its actual name in the transaction of any such business in such a manner as not to be deceptive as to its actual identity; or (b) It has been authorized to transact business in this State, using an assumed name as provided in subsection 14A:2-2(3); or (c) It has first registered the alternate name as provided in this section. (2) Any corporation may adopt and use any alternate name, including any which would be unavailable as the name of a domestic or foreign corporation because of the prohibitions of paragraph 14A:2-2(1)(b), but not including a name prohibited as a corporate name by paragraph 14A:2-2(1)(c), by filing a certificate of registration of a corporate alternate name with the Secretary of State executed on behalf of the corporation. The certificate shall set forth (a) The name, jurisdiction and date of incorporation of the corporation; (b) The alternate name; (c) A brief statement of the character or nature of the particular business or businesses to be conducted using the alternate name; (d) That the corporation intends to use such name in this State; (e) That the corporation has not previously used the alternate name in this State in violation of this section or, if it has, the month and year in which it commenced such use. (3) Such a registration shall be effective for five years from the date of filing, unless sooner terminated as provided below, and may be renewed successively for additional five-year periods by filing a certificate of renewal executed on behalf of the corporation at any time within three months prior to, but not later than, the date of expiration of the registration. Not more than four months and not less than one month prior to the date of expiration of the registration, the Secretary of State shall notify the corporation of the date of expiration and the requirements for renewal of the registration. The certificate of renewal shall be effective as of the date of expiration of the earlier registration. The certificate of renewal shall set forth the information required in paragraph 14A:2-2.1(2)(a) through paragraph 14A:2-2.1(2)(d), the date of filing of the certificate of registration then in effect, and that the corporation is continuing to use the alternate name. If a corporation ceases to use an alternate name in this State prior to the expiration date of the five-year registration period, it may file a termination certificate. A termination certificate shall state the name of the corporation, the alternate name for which the corporation has filed a certificate of registration and that the corporation has ceased to use the registered alternate name. The termination certificate may recite the date upon which the corporation ceased to use the alternate name, but no recital shall be required. (4) Nothing in this section shall be construed (a) To grant to the registrant of an alternate name any right in the name as against any prior or subsequent user of the name, regardless of whether used as a trademark, trade name, business name, or corporate name; or (b) To interfere with the power of any court to enjoin the use of any such name on the basis of the law of unfair competition or on any other basis except the mere fact of identity or similarity of the alternate name to any other corporate name. (5) A corporation which has used an alternate name in this State contrary to the provisions of this section shall, upon filing a certificate of registration of alternate name or an untimely certificate of renewal, pay to the Secretary of State the filing fee prescribed for such a certificate plus an additional filing fee equal to the full amount of the regular filing fee multiplied by the number of years it has been using such alternate name in violation of this section after August 1, 1974. For purposes of this subsection, any part of a year shall be considered a full year. (6) The failure of a corporation to file a certificate of registration or renewal of alternate name shall not impair the validity of any contract or act of such corporation and shall not prevent such corporation from defending any action or proceeding in any court of this State, but no such corporation shall maintain any action or proceeding in any court of this State arising out of a contract or act in which it used such alternate name until it has filed such a certificate. (7) (a) A corporation which files a certificate of registration of alternate name which contains a false statement or omission regarding the date it first used a fictitious name in this State shall, if such false statement or omission reduces the amount of the additional fee it paid or should have paid as provided in subsection 14A:2-2.1(5), forfeit to the State a penalty of not less than $200.00 nor more than $500.00. (b) A corporation which ought to have filed a certificate of registration or renewal of alternate name and fails to do so within 60 days after being notified of its obligation to do so by certified or registered mail by the Secretary of State, by any other governmental officer, or by any person aggrieved by its failure to do so, shall forfeit to the State a penalty of not less than $200.00 nor more than $500.00. (c) Such penalty shall be recovered with costs in an action prosecuted by the Attorney General. The court may proceed in such an action in a summary manner or otherwise. (8) (Deleted by amendment, P.L. 1988, c. 94.) 14A:2-2.2. "Blind" or "handicapped" as part of corporate name.
14A:2-3. Reserved name.
(1) The exclusive right to the use of a corporate name may be reserved upon compliance with the provisions of this section. (2) The reservation shall be made by filing in the office of the Secretary of State an application to reserve a specified corporate name, or the first name available for corporate use among not more than three specified names, executed by or on behalf of the applicant and setting forth the name and address of the applicant. If the Secretary of State finds that the name complies with the provisions of section 14A:2-2, he shall reserve it for the exclusive use of the applicant for a period of 120 days from the date of filing of the application and shall issue a certificate of reservation.
(1) Any foreign corporation may register its corporate name under this act, provided its corporate name is XXXXX XXXXX use under section 14A:2-2. (2) Such registration shall be made by filing in the office of the Secretary of State: (a) An application for registration executed on behalf of the corporation, setting forth the name and the address of the main business or headquarters office of the corporation, the jurisdiction of its incorporation, the date of its incorporation, a statement that it is carrying on or doing business, and a brief statement of the business in which it is engaged; and (b) A certificate setting forth that such corporation is in good standing under the laws of the jurisdiction of its incorporation, executed by the official of such jurisdiction who has custody of the records pertaining to corporations and dated not earlier than 30 days prior to the filing of the application. (3) Such registration shall be effective until the close of the calendar year in which the application for registration is filed.
14A:2-5. Renewal of registered name.
A corporation which has a registration of its corporate name in effect may renew such registration from year to year by annually filing in the office of the Secretary of State an application for renewal setting forth the facts required to be set forth in an original application for registration, together with a certificate of good standing as required for the original registration. A renewal application may be filed between the first day of October and the thirty-first day of December in each year, and shall extend the registration for the following calendar year.
14A:2-7. Certificate of incorporation.
(1) The certificate of incorporation shall set forth: (a) The name of the corporation; (b) The purpose or purposes for which the corporation is organized. It shall be a sufficient compliance with this paragraph to state, alone or with specifically enumerated purposes, that the corporation may engage in any activity within the purposes for which corporations may be organized under this act, and all such activities shall by such statement be deemed within the purposes of the corporation, subject to express limitations, if any; (c) The aggregate number of shares which the corporation shall have authority to issue; (d) If the shares are, or are to be, divided into classes, or into classes and series, the designation of each class and series, the number of shares in each class and series, and a statement of the relative rights, preferences and limitations of the shares of each class and series, to the extent that such designations, numbers, relative rights, preferences and limitations have been determined; (e) If the shares are, or are to be, divided into classes, or into classes and series, a statement of any authority vested in the board to divide the shares into classes or series or both, and to determine or change for any class or series its designation, number of shares, relative rights, preferences and limitations; (f) Any provision not inconsistent with this act or any other statute of this State, which the incorporators elect to set forth for the management of the business and the conduct of the affairs of the corporation, or creating, defining, limiting or regulating the powers of the corporation, its directors and shareholders or any class of shareholders, including any provision which under this act is required or permitted to be set forth in the bylaws; (g) The address of the corporation's initial registered office, and the name of the corporation's initial registered agent at such address. On or after the effective date of this 1989 amendatory and supplementary act, the address of the registered office as shown on the certificate of incorporation shall be a complete address, including the number and street location of the registered office and, if applicable, the post office box number; (h) The number of directors constituting the first board and the names and addresses of the persons who are to serve as such directors; (i) The names and addresses of the incorporators; (j) The duration of the corporation if other than perpetual; and (k) If, pursuant to subsection 14A:2-7(2), the certificate of incorporation is to be effective on a date subsequent to the date of filing, the effective date of the certificate. (2) The certificate of incorporation shall be filed in the office of the Secretary of State. The corporate existence shall begin upon the effective date of the certificate, which shall be the date of the filing or such later time, not to exceed 90 days from the date of filing, as may be set forth in the certificate. Such filing shall be conclusive evidence that all conditions precedent required to be performed by the incorporators have been complied with and, after the corporate existence has begun, that the corporation has been incorporated under this act, except as against this State in a proceeding to cancel or revoke the certificate of incorporation or for involuntary dissolution of the corporation. (3) The certificate of incorporation may provide that a director or officer shall not be personally liable, or shall be liable only to the extent therein provided, to the corporation or its shareholders for damages for breach of any duty owed to the corporation or its shareholders, except that such provision shall not relieve a director or officer from liability for any breach of duty based upon an act or omission (a) in breach of such person's duty of loyalty to the corporation or its shareholders, (b) not in good faith or involving a knowing violation of law or (c) resulting in receipt by such person of an improper personal benefit. As used in this subsection, an act or omission in breach of a person's duty of loyalty means an act or omission which that person knows or believes to be contrary to the best interests of the corporation or its shareholders in connection with a matter in which he has a material conflict of interest.
14A:2-8. Organization meeting of directors.
On or after the effective date of the certificate of incorporation, an organization meeting of the board named in the certificate of incorporation shall be held, at the call of a majority of the board so named, to adopt by-laws, elect officers, authorize the issuance of shares, and transact such other business as may come before the meeting. The board members calling the meeting shall give at least 5 days' notice thereof by mail to each director named in the certificate of incorporation, which notice shall state the time and place of the meeting.14A:2-9. By-laws; making and altering.
(1) The initial by-laws of a corporation shall be adopted by the board at its organization meeting. Thereafter, the board shall have the power to make, alter and repeal by-laws unless such power is reserved to the shareholders in the certificate of incorporation, but by-laws made by the board may be altered or repealed, and new by-laws made, by the shareholders. The shareholders may prescribe in the by-laws that any by-law made by them shall not be altered or repealed by the board. (2) The initial by-laws of a corporation adopted by the board at its organization meeting shall be deemed to have been adopted by the shareholders for purposes of this act. (3) Any provision which this act requires or permits to be set forth in the by-laws may be set forth in the certificate of incorporation with equal force and effect.
14A:2-10. By-laws and other powers in emergency.
(1) The board of a corporation may adopt emergency by-laws, subject to repeal or change by action of the shareholders, which shall, notwithstanding any different provision elsewhere in this act or in the certificate of incorporation or by-laws, be operative during any emergency in the conduct of the business of the corporation resulting from an attack on the United States or any nuclear or atomic disaster. The emergency by-laws may make any provision that may be practical and necessary for the circumstances of the emergency, including provisions that (a) a meeting of the board may be called by any officer or director in such manner and under such conditions as shall be prescribed in the emergency by-laws; (b) the director or directors in attendance at the meeting, or any greater number fixed by the emergency by-laws, shall constitute a quorum; and (c) the officers or other persons designated in a list approved by the board before the emergency, all in such order of priority and subject to such conditions and for such period of time, not longer than reasonably necessary after the termination of the emergency, as may be provided in the emergency by-laws or in the resolution approving the list, shall, to the extent required to provide a quorum at any meeting of the board, be deemed directors for such meeting. (2) Before or during any such emergency, the board may provide, and from time to time modify, lines of succession in the event that during such an emergency any or all officers or agents of the corporation shall for any reason be rendered incapable of discharging their duties. (3) Before or during any such emergency, the board may change the head office or designate several alternative head offices or regional offices, or authorize the officers so to do, said change to be effective during the emergency. (4) To the extent not inconsistent with any emergency by-laws so adopted, the by-laws of the corporation shall remain in effect during any such emergency and upon its termination the emergency by-laws shall cease to be operative. (5) Unless otherwise provided in emergency by-laws, notice of any meeting of the board during any such emergency need be given only to such of the directors as it may be feasible to reach at the time and by such means as may be feasible at the time, including publication, or other means of mass communication. (6) To the extent required to constitute a quorum at any meeting of the board during any such emergency, the officers of the corporation who are present shall, unless otherwise provided in emergency by-laws, be deemed, in order of rank and within the same rank in order of seniority, directors for such meeting. (7) No officer, director or employee acting in accordance with any emergency by-laws shall be liable except for willful misconduct. No officer, director or employee shall be liable for any action taken by him in good faith in such an emergency in furtherance of the ordinary business affairs of the corporation even though not authorized by the by-laws then in effect.
14A:3-1. General powers.
(1) Each corporation, subject to any limitations provided in this act or any other statute of this State, or in its certificate of incorporation, shall have power (a) to have perpetual duration unless a limited period is stated in its certificate of incorporation; (b) to sue and be sued, complain and defend and participate as a party or otherwise in any judicial, administrative, arbitrative or other proceeding, in its corporate name; (c) to have a corporate seal which may be altered at pleasure, and to use the same by causing it, or a facsimile thereof, to be impressed or affixed or in any other manner reproduced; (d) to purchase, lease or otherwise acquire, own, hold, improve, use and otherwise deal in and with, real or personal property, or any interest therein, wherever situated; (e) to sell, convey, mortgage, create a security interest in, lease, exchange, transfer and otherwise dispose of all or any part of its property and assets; (f) to purchase, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, exchange, mortgage, lend, create a security interest in, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign corporations, associations, partnerships or individuals, or direct or indirect obligations of any domestic or foreign government or instrumentality thereof; (g) to make contracts and guarantees and incur liabilities, borrow money, issue its bonds, and secure any of its obligations by mortgage of or creation of a security interest in all or any of its property, franchises and income; (h) to lend money, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested; (i) to conduct its business, carry on its operations, and have offices and exercise the powers granted by this act anywhere in the universe; (j) to elect or appoint officers, employees and agents of the corporation, and define their duties and fix their compensation; (k) to make and alter by-laws for the administration and regulation of the affairs of the corporation; (l) to pay pensions and establish pension, profit-sharing, stock option, stock purchase, incentive and deferred compensation plans, and plans of similar nature for, and to furnish medical services, life, sickness, accident, disability or unemployment insurance and benefits, education, housing, social and recreational services and other similar aids and services to, any or all of its directors, officers, employees, and agents, their families, dependents or beneficiaries; (m) to participate with others in any corporation, partnership, limited partnership, joint venture, or other association of any kind, or in any transaction, undertaking or arrangement which the participating corporation would have power to conduct by itself, whether or not such participation involves sharing or delegation of control with or to others; (n) at the request of the United States government or of any of its agencies, to transact any lawful business in time of war or other national emergency, notwithstanding the purpose or purposes set forth in its certificate of incorporation; (o) to provide for its benefit life insurance and other insurance with respect to the services of any or all of its directors, officers, employees, and agents, or on the life of any shareholder for the purpose of acquiring at his death shares of its stock owned by such shareholder; (p) to have and exercise all other powers necessary or convenient to effect any or all of the purposes for which the corporation is organized. (2) It shall not be necessary to set forth in the certificate of incorporation any corporate powers enumerated in this act.
14A:3-2. Ultra vires transactions.
No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid by reason of the fact that the corporation was without capacity or power to do such act or to make or receive such conveyance or transfer, but such lack of capacity or power may be asserted: (a) In a proceeding by a shareholder against the corporation to enjoin the doing of any act or acts or the transfer of real or personal property by or to the corporation. If the unauthorized acts or transfer sought to be enjoined are being, or are to be, performed or made pursuant to any contract to which the corporation is a party, the court may, if all of the parties to the contract are parties to the proceeding and if it deems the same to be equitable, set aside and enjoin the performance of such contract, and in so doing may allow to the corporation or to the other parties to the contract, as the case may be, compensation for the loss or damage sustained by either of them which may result from the action of the court in setting aside and enjoining the performance of such contract, but anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained. (b) In a proceeding by the corporation, whether acting directly or through a receiver, trustee, or other legal representative, or through shareholders in a representative suit, against the incumbent or former officers or directors of the corporation. (c) In a proceeding by the Attorney General, as provided in this act, to dissolve the corporation, or in a proceeding by the Attorney General to enjoin the corporation from the transaction of unauthorized business.
14A:3-3. Guaranty not in furtherance of business interest.
(1) A corporation may give a guaranty not in furtherance of its direct or indirect business interests only when authorized at a meeting of shareholders by the affirmative vote of all of the votes cast by the holders of each class and series of shares entitled to vote thereon. If authorized by such a vote, the guaranty may be secured by a mortgage of or a security interest in all or any part of the corporate property, or any interest therein, wherever situated. (2) Nothing in subsection 14A:3-3(1) shall be deemed to diminish the rights, if any, of the corporation's creditors.
14A:3-4. Contributions by corporations.
(1) Any corporation organized for any purpose under any general or special law of this State, unless otherwise provided in its certificate of incorporation or by-laws, shall have power, irrespective of corporate benefit, to aid, singly or in cooperation with other corporations and with natural persons, in the creation or maintenance of institutions or organizations engaged in community fund, hospital, charitable, philanthropic, educational, scientific or benevolent activities or patriotic or civic activities conducive to the betterment of social and economic conditions, and the board may authorize the making of contributions for those purposes in money, securities, including shares of the corporation, or other property, in such reasonable amounts as the board may determine; provided, that a contribution shall not be authorized hereunder if at the time of the contribution or immediately thereafter the donee institution shall own more than 10% of the voting stock of the donor corporation or one of its subsidiaries. (2) The provisions of this section shall not be construed as directly or indirectly minimizing or interpreting the rights and powers of corporations, as heretofore existing, with reference to appropriations, expenditures or contributions of the nature above specified.
14A:3-5. Indemnification of directors, officers and employees.
(1) No action shall be brought in this State by a shareholder in the right of a domestic or foreign corporation unless the plaintiff was a holder of shares or of voting trust certificates therefor at the time of the transaction of which he complains, or his shares or voting trust certificates thereafter devolved upon him by operation of law from a person who was a holder at such time. (2) In any action hereafter instituted in the right of any such corporation by the holder or holders of shares of such corporation or of voting trust certificates therefor, the court having jurisdiction, upon final judgment and a finding that the action was brought without reasonable cause, may require the plaintiff or plaintiffs to pay to the parties named as defendant the reasonable expenses, including fees of attorneys, incurred by them in the defense of such action. (3) In any action now pending or hereafter instituted or maintained in the right of any such corporation by the holder or holders of less than 5% of the outstanding shares of any class or series of such corporation or of voting trust certificates therefor, unless the shares or voting trust certificates so held have a market value in excess of $25,000.00, the corporation in whose right such action is brought shall be entitled at any time before final judgment to require the plaintiff or plaintiffs to give security for the reasonable expenses, including fees of attorneys, that may be incurred by it in connection with such action or may be incurred by other parties named as defendant for which it may become legally liable. Market value shall be determined as of the date that the plaintiff institutes the action or, in the case of an intervener, as of the date that he becomes a party to the action. The amount of such security may from time to time be increased or decreased, in the discretion of the court, upon showing that the security provided has or may become inadequate or excessive. The corporation shall have recourse to such security in such amount as the court having jurisdiction shall determine upon the termination of such action.14A:4-1. Registered office and registered agent.
(1) Every corporation organized for any purpose under any general or special law of this State and every foreign corporation authorized to transact business in this State shall continuously maintain a registered office in this State, and a registered agent having a business office identical with such registered office. (2) The registered office may be, but need not be, the same as a place of business of the corporation which it serves. (3) The registered agent may be a natural person of the age of 18 years or more, or a domestic corporation or a foreign corporation authorized to transact business in this State, whether or not any such agent corporation is organized for a purpose or purposes for which a corporation may be organized under this act. (4) The designation of a principal or registered office in this State and of a registered agent in charge thereof by any corporation of this State or by any foreign corporation authorized to transact business in this State, as in force on the effective date of this act, shall continue with like effect as if made hereunder until changed pursuant to this act.14A:4-2. Function of registered agent and office; service of process, notice or demand .
(1) Every registered agent shall be an agent of the corporation which has appointed him, upon whom process against the corporation may be served. (2) Whenever any law of this State requires or permits any notice or demand to be given to or made upon a domestic corporation or a foreign corporation authorized to transact business in this State, its officers or directors, such notice or demand may be sent by mail or otherwise, as the law may require or permit, to the registered office of the corporation in this State, and such notice so given or demand so made shall be sufficient notice or demand. (3) The provisions of this section shall not exclude any other method provided by law for service of process upon a corporation, domestic or foreign, or for service of a notice or demand upon such corporation, its officers or directors. (4) (Deleted by amendment, P.L. 1988, c. 94.) 14A:4-3. Change of registered office or registered agent. (1) A domestic corporation or a foreign corporation authorized to transact business in this State may change its registered office or its registered agent, or both. When the registered office is changed, or when the registered agent is changed, or dies, resigns or becomes disqualified, the corporation shall, by resolution of the board, forthwith fix the address of the new registered office or designate the successor registered agent or both, as the case may be. (2) Such corporation shall forthwith file in the office of the Secretary of State a certificate executed on behalf of the corporation setting forth (a) the name of the corporation; (b) if the registered agent is not being changed, the name of the registered agent; (c) if the registered agent is being changed, the names of the registered agent being succeeded and of the successor registered agent; (d) if the registered office is not being changed, the address of the then registered office; (e) if the registered office is being changed, the address of the registered office immediately prior to the change, and the address of the new registered office; (f) that the address of its registered office and the address of its registered agent will be identical after the change; and (g) that the change in registered office, or registered agent, or both, is made pursuant to resolution of the board. (3) The registered agent of one or more domestic or foreign corporations may change the registered office of such corporation or corporations to another address in this State by filing in the office of the Secretary of State a certificate executed by such agent and setting forth (a) the names of all the corporations whose registered offices are being changed and for which he or it is the registered agent, listed in alphabetical order; (b) the address of the registered office of each such corporation immediately prior to the change, and the address of the new registered office; (c) that the address of the registered office of each such corporation and the address of its registered agent will be identical after the change; and (d) a statement that at least 20 days' prior notice of the change has been given to each such corporation in writing. The change of the registered office of each of the corporations named in the certificate shall become effective upon the date of such filing or at such later time, not to exceed 30 days after the date of filing, as may be set forth in the certificate. (4) (Deleted by amendment, P.L.1997, c.139.)14A:4-4. Resignation of registered agent. (1) The registered agent of a domestic corporation or a foreign corporation authorized to transact business in this State may resign by complying with the provisions of this section. (2) The registered agent shall serve a notice of resignation by certified mail, return receipt requested, upon the president, or any vice president, or the secretary or treasurer of the corporation at the address last known to the agent, and shall make an affidavit of such service. The notice shall also advise the recipient of the requirements of subsection 14A:4-3(1). If such service cannot be made, the affidavit shall so state, and shall state briefly why such service cannot be made. The affidavit, together with a copy of the notice of resignation, shall be filed in the office of the Secretary of State. (3) Such resignation shall become effective upon the expiration of 30 days after the filing in the office of the Secretary of State of the affidavit under this section or upon the designation by the corporation of a new registered agent pursuant to this act, whichever is earlier. If the corporation fails to designate a new registered agent within said 30-day period, the corporation shall thereafter be deemed to have no registered agent or registered office in this State. (4) (Deleted by amendment, P.L.1997, c.139.)14A:4-5. Annual report to State Treasurer. (1) Every domestic corporation and every foreign corporation authorized to transact business in this State shall file in the Department of the Treasury, within the time prescribed by this section, an annual report, executed on behalf of the corporation, or executed by the registered agent, setting forth (a) The name of the corporation and, in the case of a foreign corporation, the jurisdiction of its incorporation; (b) The address of the registered office of the corporation in this State, and the name of its registered agent in this State at such address; (c) The names and addresses of the directors and officers of the corporation; (d) (Deleted by amendment, P.L.1988, c.94.) (e) The address of its main business or headquarters office; and (f) The address of its principal business office in New Jersey, if any. (2) The State Treasurer shall designate a date for filing annual reports for each corporation required to submit a report pursuant to this section and shall annually notify the corporation of the date so designated not less than 60 days prior to such date. The corporation shall file the report within 30 days before or 30 days after the date so designated. If the date so designated is not more than six months after the date on which an annual report pursuant to the provisions of prior law was filed or on which the certificate of incorporation became effective, the corporation shall not be required to file an annual report until one year after the first occurrence of the date so designated. (3) (Deleted by amendment, P.L.1997, c.139.) (4) The State Treasurer shall furnish annual report forms, shall keep in his office all such reports and shall prepare an alphabetical index thereof, which reports and index shall be open to public inspection at proper hours. (5) In the event a domestic corporation fails to file an annual report for two consecutive years with the State Treasurer, then, after written notice by certified mail to the corporation at its last known main business or headquarters office or at the address of its registered agent, the State Treasurer may issue a proclamation declaring that the certificate of incorporation of the corporation has been revoked and that all powers conferred by law upon it shall thereafter be inoperative and void. The proclamation of the State Treasurer shall be filed in the office of the State Treasurer. No corporation's certificate of incorporation shall be revoked pursuant to this subsection if, within 30 days after the giving of notice, it files the reports required by law and pays to the State Treasurer all of the fees due for the filing of the reports. (6) In the event a foreign corporation fails to file an annual report for two consecutive years with the State Treasurer, then, after written notice by certified mail to the corporation at its last known main business or headquarters office or at the address of its registered agent, the State Treasurer may issue a proclamation declaring that the certificate of authority to do business of the corporation and the powers conferred by law upon it shall be revoked. The proclamation of the State Treasurer shall be filed in the office of the State Treasurer. No corporation's certificate of authority shall be revoked pursuant to this paragraph if, within 30 days after the giving of notice, it files the reports required by law and pays to the State Treasurer all of the fees due for the filing of the reports. (7) If the certificate of incorporation of a domestic corporation or a certificate of authority of a foreign corporation has been revoked by proclamation, the certificate shall be reinstated by proclamation of the State Treasurer upon: (a) payment by the corporation of all fees due to the State Treasurer, consisting of a reinstatement filing fee of $75.00, tax clearance filing fee of $20, current annual report fee, all delinquent annual report fees, and a reinstatement assessment of $200; and (b) certification of the Director of the Division of Taxation that no cause exists for revocation of the corporation's certificate of incorporation or certificate of authority pursuant to R.S.54:11-2. The reinstatement relates back to the date of issuance of the proclamation revoking the certificate of incorporation or the certificate of authority and shall validate all actions taken in the interim. In the event that in the interim the corporate name has become unavailable, the State Treasurer shall issue the certificate upon, in the case of a domestic corporation, the filing of an amendment to its certificate of incorporation to change the corporate name to an available name, and, in the case of a foreign corporation, the filing of an amended certificate of authority adopting an assumed name. The State Treasurer shall provide the forms necessary to effect annual report reinstatements.
On or after the effective date of this 1989 amendatory and supplementary act, whenever the address of a registered office is required to be provided on any document under the provisions of chapter 4 of Title 14A of the New Jersey Statutes, the complete address shall be provided, including the number and street location and, if applicable, the post office box number. If the complete address has not been previously filed with the Secretary of State, it shall be provided by completion of a change of address form to be approved and made available by the Annual Reports Section of the Division of Commercial Recording in the Department of State.
Meetings of shareholders of every corporation organized for any purpose under any general or special law of this State may, unless otherwise provided by law, be held at such place, within or without this State, as may be provided in the by-laws or as may be fixed by the board pursuant to authority granted by the by-laws. In the absence of any such provision, all meetings shall be held at the registered office of the corporation.
14A:5-5. Waiver of notice or of lapse of time. (1) Notice of a meeting need not be given to any shareholder who signs a waiver of such notice, in person or by proxy, whether before or after the meeting. The attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him. (2) Whenever shareholders are authorized to take any action after the lapse of a prescribed period of time, the action may be taken without such lapse if such requirement is waived in writing, in person or by proxy, before or after the taking of such action, by every shareholder entitled to vote thereon as at the date of the taking of such action.
14A:5-7. Fixing record date. (1) The bylaws may provide for fixing, or in the absence of such a provision the board may fix, in advance, a date as the record date for determining the corporation's shareholders with regard to any corporate action or event and, in particular, for determining the shareholders entitled to (a) notice of or to vote at any meeting of shareholders or any adjournment thereof; (b) give a written consent to any action without a meeting; or (c) receive payment of any dividend or allotment of any right. The record date may in no case be more than 60 days prior to the shareholders' meeting or other corporate action or event to which it relates. The record date for a shareholders' meeting may not be less than 10 days before the date of the meeting. The record date to determine shareholders entitled to give a written consent may not be more than 60 days before the date fixed for tabulation of the consents or, if no date has been fixed for tabulation, more than 60 days before the last day on which consents received may be counted. (2) If no record date is fixed (a) the record date for a shareholders' meeting shall be the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day next preceding the day on which the meeting is held; and (b) the record date for determining shareholders for any purpose other than that specified in paragraph 14A:5-7(2)(a) shall be at the close of business on the day on which the resolution of the board relating thereto is adopted; and (c) the record date for determining shareholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by this act, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in this State, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of shareholders are recorded. (3) When a determination of shareholders of record for a shareholders' meeting has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the board fixes a new record date under this section for the adjourned meeting.
14A:5-8. Voting list .
(1) The officer or agent having charge of the stock transfer books for shares of a corporation shall make a complete list of the shareholders entitled to vote at a shareholders' meeting or any adjournment thereof. A list required by this subsection may consist of cards arranged alphabetically or any equipment which permits the visual display of the information required by this section. Such list shall (a) Be arranged alphabetically within each class, series, or group of shareholders maintained by the corporation for convenience of reference, with the address of, and the number of shares held by, each shareholder; (b) Be produced (or available by means of a visual display) at the time and place of the meeting; (c) Be subject to the inspection of any shareholder for reasonable periods during the meeting; and (d) Be prima facie evidence as to who are the shareholders entitled to examine such list or to vote at any meeting. (2) If the requirements of this section have not been complied with, the meeting shall, on the demand of any shareholder in person or by proxy, be adjourned until the requirements are complied with. Failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting prior to the making of any such demand. 14A:5-9. Quorum of shareholders.
(1) Unless otherwise provided in the certificate of incorporation or this act, the holders of shares entitled to cast a majority of the votes at a meeting shall constitute a quorum at such meeting. The shareholders present in person or by proxy at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. Less than a quorum may adjourn. (2) Whenever the holders of any class or series of shares are entitled to vote separately on a specified item of business, the provisions of this section shall apply in determining the presence of a quorum of such class or series for the transaction of such specified item of business.
14A:5-10. Voting of shares.
Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, unless otherwise provided in the certificate of incorporation.
14A:5-11. Votes required.
(1) Whenever any action, other than the election of directors, is to be taken by vote of the shareholders, it shall be authorized by a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon, unless a greater plurality is required by the certificate of incorporation or another section of this act. (2) The certificate of incorporation may provide that any class or classes of shares, or any series thereof, shall vote as a class to authorize any action, including amendments to the certificate of incorporation. Such voting as a class shall be in addition to any other vote required by this act. Where voting as a class or series is provided in the certificate of incorporation, it shall be by the proportionate vote provided in the certificate or, if no proportionate vote is so provided, then for any action other than the election of directors, by a majority of the votes cast at such meeting by the holders of shares of such class or series entitled to vote thereon. (3) Where voting as a class or series is required by this act to authorize any action, such action shall be authorized by a majority of the votes cast at such meeting by the holders of shares of each such class or series entitled to vote thereon, unless a greater vote is required by the certificate of incorporation or another section of this act. Such voting as a class shall be in addition to any other vote required by this act.
14A:5-12. Greater voting requirements.
(1) The provisions of the certificate of incorporation shall control whenever, with respect to any action to be authorized by the shareholders of a corporation, including the election of directors, the certificate of incorporation requires the affirmative vote of a greater proportion of the votes cast, including a unanimous vote, by the holders of shares entitled to vote thereon, or by the holders of shares of any class or series thereof, than is required by this act with respect to such action. (2) An amendment of the certificate of incorporation which changes or deletes such a provision shall be authorized by the same vote as would be required to take action under the provision. 14A:5-13. Shares owned or controlled by the corporation not voted or counted.
A corporation holding its own shares shall not vote those shares at any meeting and those shares shall not be counted in determining the total number of outstanding shares at any given time. If the corporation holds a majority of the shares entitled to vote for the election of directors of another domestic corporation or a foreign corporation, shares of the corporation held by such other domestic corporation or foreign corporation shall not be voted at any meeting or counted in determining the total number of outstanding shares at any given time. 14A:5-14. Shares held by another corporation.
Shares standing in the name of another domestic or foreign corporation may be voted by any officer or agent, or by proxy appointed by any of them, unless some other person, by resolution of its board or pursuant to its by-laws, shall be appointed to vote such shares.
14A:5-15. Shares held by fiduciaries.
Shares held by any person in any representative or fiduciary capacity may be voted by him without a transfer of such shares into his name. Where shares are held jointly by any number of fiduciaries, and the instrument or order appointing such fiduciaries does not otherwise direct, such shares shall be voted as the majority of such fiduciaries shall determine. If the fiduciaries are equally divided as to how the shares shall be voted, any court having jurisdiction may, in an action brought by any of such fiduciaries or by any beneficiary, appoint an additional person to act with such fiduciaries in such matter, and the stock shall be voted by the majority of such fiduciaries and such additional person. The court may proceed in the action in a summary manner or otherwise.
14A:5-16. Shares held jointly or as tenants in common.
Shares held by two or more persons as joint tenants or as tenants in common may be voted at any meeting of the shareholders by any one of such persons, unless another joint tenant or tenant in common seeks to vote any of such shares in person or by proxy. In the latter event, the written agreement, if any, which governs the manner in which such shares shall be voted, shall control if presented at the meeting. If there be no such agreement presented at the meeting, the majority in number of such joint tenants or tenants in common present shall control the manner of voting. If there be no such majority, or if there be two such joint tenants or tenants in common, both of whom seek to vote such shares, the shares shall, for the purpose of voting, be divided equally among such joint tenants or tenants in common present.
14A:5-17. Voting of pledged stock.
A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, or a nominee of the pledge.
14A:5-18. When redeemable shares no longer entitled to vote.
On and after the date on which written notice of redemption of redeemable shares has been mailed to the holders thereof and a sum sufficient to redeem such shares has been deposited with a bank or trust company with irrevocable instruction and authority to pay the redemption price to the holders thereof upon surrender of certificates therefor, such shares shall not be entitled to vote on any matter and shall not be deemed to be outstanding shares.
14A:5-19. Proxy voting.
(1) Every shareholder entitled to vote at a meeting of shareholders or to express consent without a meeting may authorize another person or persons to act for him by proxy. Every proxy shall be executed in writing by the shareholder or his agent, except that a proxy may be given by a shareholder or his agent by telegram, cable, telephonic transmission or by any other means of electronic communication so long as that telegram, cable, telephonic transmission or other means of electronic communication either sets forth or is submitted with information from which it can be determined that the proxy was authorized by the shareholder or his agent. No proxy shall be valid for more than 11 months, unless a longer time is expressly provided therein. Unless it is irrevocable as provided in subsection 14A:5-19(3), a proxy shall be revocable at will. The grant of a later proxy revokes any earlier proxy unless the earlier proxy is irrevocable. A proxy shall not be revoked by the death or incapacity of the shareholder, but the proxy shall continue to be in force until revoked by the personal representative or guardian of the shareholder. The presence at any meeting of any shareholder who has given a proxy does not revoke the proxy unless the shareholder files written notice of the revocation with the secretary of the meeting prior to the voting of the proxy or votes the shares subject to the proxy by written ballot. (2) A person named in a proxy as the attorney or agent of a shareholder may, if the proxy so provides, substitute another person to act in his place, including any other person named as an attorney or agent in the same proxy. The substitution shall not be effective until an instrument effecting it is filed with the secretary of the corporation. (3) A proxy which states that it is irrevocable is irrevocable if coupled with an interest either in the stock itself or in the corporation and, in particular and without limitation, if it is held by any of the following or a nominee of any of the following: (a) A pledgee; (b) A person who has purchased or agreed to purchase the shares; (c) A creditor of the corporation who has extended credit or has agreed to continue to extend credit to the corporation if the proxy is given in consideration of the extension or continuation; (d) A person who has agreed to perform services as an employee of the corporation if the proxy is given in consideration of the agreement; or (e) A person designated pursuant to the terms of an agreement as to voting between two or more shareholders. An irrevocable proxy becomes revocable when the interest which supports the proxy has terminated. (4) Unless noted conspicuously on the share certificate, an otherwise irrevocable proxy may be revoked by a person who becomes the holder of the shares without actual knowledge of the restriction.14A:5-20. Voting trust .
(1) One or more shareholders of a corporation may confer upon a trustee or trustees the right to vote or otherwise represent his or their shares, for a period not to exceed 21 years, by entering into a written voting trust agreement specifying the terms and conditions of the voting trust, by filing an executed counterpart of the agreement at the registered office of the corporation and by depositing his or their shares of an original issue with, or by transferring his or their shares to, such trustee or trustees for the purposes of the agreement. After the filing of the agreement, certificates for shares shall be issued to the trustee or trustees to represent any shares of an original issue so deposited with him or them, and any certificates for shares so transferred shall be surrendered and cancelled and new certificates therefor issued to such trustee or trustees stating that they are issued under such agreement, and in the entry of such ownership in the records of the corporation that fact shall also be noted, and such trustee or trustees may vote the shares so transferred during the term of such agreement. The copy of the voting trust agreement so filed shall be subject to inspection at any reasonable time by any shareholder of the corporation or by any holder of a beneficial interest in the voting trust, in person or by agent or attorney. Voting trust certificates shall be issued to evidence beneficial interests in the voting trust. (2) A trustee who votes shares subject to a voting trust shall incur no responsibility as shareholder, trustee, or otherwise, except for his own dereliction of duty. (3) Where two or more persons are designated as voting trustees, and the right and method of voting any shares standing in their names at any meeting of the corporation are not fixed by the agreement appointing the trustees, the right to vote said shares and the manner of voting the same at any such meeting shall be determined by a majority of the trustees. If the trustees are equally divided as to how the shares shall be voted, the Superior Court may, in an action brought by any of such trustees, appoint an additional person to act with such trustees in such matter, and the right to vote said shares and the manner of voting the same at any such meeting shall be determined by a majority of the trustees and such additional person. The court may proceed in the action in a summary manner or otherwise. (4) At any time within two years prior to the time of expiration of any such voting trust agreement as originally fixed or as extended as herein provided, one or more beneficiaries of the voting trust may, by agreement in writing and with the written consent of such voting trustees, extend the duration of such voting trust agreement with regard to the shares subject to their beneficial interest for an additional period not exceeding 21 years. The voting trustees shall, prior to the time of expiration of any such voting trust agreement, as originally fixed or as previously extended, as the case may be, file in the registered office of the corporation an executed counterpart of such extension agreement and of their consent thereto, and thereupon the duration of such voting trust agreement shall be extended for the period fixed in such extension agreement; but no such extension agreement shall affect the rights or obligations of persons not parties thereto. (5) The validity of a voting trust or of an extension thereof, otherwise lawful, shall not be affected during a period of 21 years from the date of its commencement by the fact that by its terms it will or may last beyond such 21-year period; but it shall become inoperative at the end of such 21-year period. 14A:5-21. Agreements as to voting; provision in certificate of incorporation as to control of directors.
(1) An agreement between two or more shareholders, if in writing and signed by the parties thereto, may provide that in exercising any voting rights, the shares held by them shall be voted as therein provided, or as they may agree, or as determined in accordance with a procedure agreed upon by them. Those agreements shall be specifically enforceable. (2) A provision in the certificate of incorporation otherwise prohibited by law because it improperly restricts the board in its management of the business of the corporation, or improperly transfers or provides for the transfer to one or more persons named in the certificate of incorporation or to be selected from time to time by shareholders, all or any part of such management otherwise within the authority of the board, shall nevertheless be valid if all the incorporators have authorized such provision in the certificate of incorporation or the holders of record of all outstanding shares, whether or not having voting power, have authorized such provision in an amendment to the certificate of incorporation. If all management powers otherwise within the authority of the board are so transferred, the certificate of incorporation may provide that the corporation shall not have a board in which case the certificate of incorporation and any other certificate or document requiring a statement of the number, names, and addresses of directors shall set out in lieu thereof the name, address, and title, if any, of the person or persons in whom such management authority is then vested. (3) A provision authorized by subsection 14A:5-21(2) shall become invalid if, to the knowledge of the board, or of the person or persons having the management authority otherwise in the board, (a) Subsequent to the adoption of such provision, shares are transferred or issued to any person who takes delivery of the share certificate without notice thereof, unless such person consents in writing to such provisions; or (b) Any shares of the corporation are listed on a national securities exchange or regularly quoted in an over-the-counter market by one or more members of a national or affiliated securities association. (4) If a provision authorized by subsection 14A:5-21(2) shall have become invalid as provided in subsection 14A:5-21(3), the board, or the person or persons having the management authority otherwise in the board, shall amend the certificate of incorporation to delete such provision by filing a certificate of amendment in the office of the Secretary of State. The certificate shall be executed on behalf of the corporation and shall set forth (a) The name of the corporation; (b) The date of the adoption of the amendment; (c) The deleted provision; and (d) The event set forth in subsection 14A:5-21(3) by reason of which the provision has become invalid. (5) The effect of any provision authorized by subsection 14A:5-21(2) shall be to relieve the directors, if any, and grant to and impose upon, the person or persons vested with management authority otherwise in the board the rights, powers, privileges, and liabilities, including liability for managerial acts or omissions, that are granted to and imposed upon directors by law to the extent that, and so long as, the discretion and powers which otherwise would be in the directors in their management of corporate affairs are vested in such person or persons by any such provision. Such person or persons shall be deemed to be directors for purposes of applying the provisions of this act and shall be deemed to be corporate agents for the purposes of section 14A:3-5. (6) If the certificate of incorporation contains a provision authorized by subsection 14A:5-21(2), the existence of such provision shall be noted conspicuously on the face of every certificate for shares issued by such corporation, and each holder of such certificate shall conclusively be deemed to have taken delivery with notice of such provision. (7) As used in this section, "person" shall include a natural person, a domestic or foreign corporation, a partnership, limited partnership, trust, firm, society, association, joint stock company, or any other entity legally competent to contract in its own name. 14A:5-22. Infant shareholders and bondholders.
(1) A corporation may treat an infant who holds shares or bonds of such corporation as having capacity to receive and to empower others to receive dividends, interest, principal and other payments and distributions, to vote or express consent or dissent, and to make elections and exercise rights relating to such shares or bonds, unless, in the case of shares, the corporate officer responsible for maintaining the list of shareholders or the transfer agent of the corporation or, in the case of bonds, the treasurer or paying officer or agent, has received written notice that such holder is an infant. (2) An infant holder of shares or bonds of a corporation who has received or empowered others to receive payments or distributions, voted or expressed consent or dissent, or made an election or exercised a right relating to such shares or bonds, shall have no right thereafter to disaffirm or avoid, as against the corporation, any such act on his part, unless prior to such receipt, vote, consent, dissent, election or exercise, as to shares, the corporate officer responsible for maintaining the list of shareholders or its transfer agent or, in the case of bonds, the treasurer, other paying officer or transfer agent, had received written notice that such holder was an infant. (3) This section does not limit any other statute which authorizes any corporation to deal with an infant or limits the right of an infant to disaffirm his acts.
Last modified: October 21, 2006
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