Title 14A, Title 14A: CORPORATIONS, GENERAL

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 irre…

14A:5-19 Proxy voting. 14A:5-19. Proxy voting. (1) Every shareholder entitled to vote at a meeting of shareholders or to express consent without a meeting may authorize another person or persons to act for him by proxy. Every proxy shall be executed in writing by the shareholder …

14A:5-2. Annual meeting of shareholders An annual meeting of the shareholders shall be held at such time as may be provided in the by-laws, or as may be fixed by the board pursuant to authority granted in the by-laws, and, in the absence of such a provision, at noon on the first …

14A:5-20. Voting trust 14A:5-20. (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…

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 sh…

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…

14A:5-23. Voting powers of bondholders; right to inspect The certificate of incorporation may confer upon the holders of bonds issued by the corporation the power to vote for the election of directors and in respect to other corporate affairs and management, upon such terms and c…

14A:5-24 Elections of directors; cumulative voting. 14A:5-24. Elections of directors; cumulative voting. (1) Elections of directors need not be by ballot unless a shareholder demands election by ballot at the election and before the voting begins. If the by-laws require election …

14A:5-25. Selection of inspectors (1) Unless the by-laws otherwise provide, the board may, in advance of any shareholders' meeting, or of the tabulation of written consents of shareholders without a meeting, appoint one or more inspectors to act at the meeting or any adjournment …

14A:5-26. Duties of inspectors The inspectors shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes or consents, hear and determi…

14A:5-27. Review of elections by superior court Any election by shareholders may be reviewed by the Superior Court in a summary manner, or otherwise, in an action brought by a shareholder entitled to vote at such election upon notice to the persons elected, the corporation and su…

14A:5-28 Books and records; right of inspection. 14A:5-28. Books and records; right of inspection. (1) Each corporation shall keep books and records of account and minutes of the proceedings of its shareholders, board and executive committee, if any. Unless otherwise provided in …

14A:5-29. Preemptive rights. 14A:5-29. Preemptive rights. (1) The shareholders of corporations organized after January 1, 1969 shall not have preemptive rights unless the certificate of incorporation provides otherwise. The shareholders of corporations organized prior to January …

14A:5-3. Call of special meeting of shareholders Special meetings of the shareholders may be called by the president or the board, or by such other officers, directors or shareholders as may be provided in the by-laws. Notwithstanding any such provision, upon the application of t…

14A:5-30. Liability of subscribers and shareholders 14A:5-30. Liability of subscribers and shareholders. (1) A holder of or subscriber for shares of a corporation shall be under no obligation to the corporation or its creditors to pay for such shares other than the obligation to …

14A:5-31 Establishment of procedures, conditions relative to certain proxy solicitation materials. 1. A corporation may establish, in its bylaws, procedures or conditions under which materials with respect to shareholder-nominated individuals will be included in a corporation's p…

14A:5-4 Notice of shareholders' meetings. 14A:5-4. Notice of shareholders' meetings. (1) Except as otherwise provided in this act, written notice of the time, place and purpose or purposes of every meeting of shareholders shall be given not less than 10 nor more than 60 days befo…

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…

14A:5-6 Action by shareholders without a meeting. 14A:5-6. Action by shareholders without a meeting. (1) Any action required or permitted to be taken at a meeting of shareholders by this act or the certificate of incorporation or bylaws of a corporation, may be taken without a me…

14A:5-7. Fixing record date 14A:5-7. Fixing record date. (1) The bylaws may provide for fixing, or in the absence of such a provision the board may fix, in advance, a date as the record date for determining the corporation's shareholders with regard to any corporate action or eve…

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 consis…

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 …

14A:6-1. Board of Directors 14A:6-1. Board of directors. (1) The business and affairs of a corporation shall be managed by or under the direction of its board, except as in this act or in its certificate of incorporation otherwise provided. Directors shall be at least 18 years of…

14A:6-10. Place and notice of directors' meetings (1) Meetings of the board may be held either within or without this State, unless otherwise provided by the certificate of incorporation or the by-laws. (2) Regular meetings of the board may be held with or without notice as presc…

14A:6-11. Loans to directors, officers or employees A corporation may lend money to, or guarantee any obligation of, or otherwise assist, any director, officer or employee of the corporation or of any subsidiary, whenever, in the judgment of the directors, such loan, guarantee or…

14A:6-12. Liability of directors in certain cases (1) In addition to any other liabilities imposed by law upon directors of a corporation, directors who vote for, or concur in, any of the following corporate actions (a) the declaration of any dividend or other distribution of ass…

14A:6-13. Liability of directors; presumption of assent to action taken at a meeting A director of a corporation who is present at a meeting of its board, or any committee thereof of which he is a member, at which action on any corporate matter referred to in section 14A:6-12 is …

14A:6-14. Liability of directors; reliance on records and reports Liability of directors; reliance on records and reports. (1) Directors and members of any committee designated by the board shall discharge their duties in good faith and with that degree of diligence, care and ski…

14A:6-15. Officers (1) The officers of a corporation shall consist of a president, a secretary, a treasurer, and, if desired, a chairman of the board, one or more vice presidents, and such other officers as may be prescribed by the by-laws. Unless otherwise provided in the by-law…

14A:6-16. Removal and resignation of officers; filling of vacancies (1) Any officer elected by the board may be removed by the board with or without cause. An officer elected by the shareholders may be removed, with or without cause, only by vote of the shareholders but his autho…

14A:6-17. Bonds; facsimile signatures and seals The seal of the corporation and any or all signatures of the officers or other agents of the corporation upon a bond and any coupon attached thereto may be facsimiles if the bond is countersigned by an officer or other agent of a tr…

14A:6-2. Number of directors The board of directors of a corporation shall consist of one or more members. Subject to any provisions contained in the certificate of incorporation, the by-laws shall specify the number of directors, or that the number of directors shall not be less…

14A:6-3 Term of directors; resignation. 14A:6-3. Term of directors; resignation. (1) The directors named in the certificate of incorporation shall hold office until the first annual meeting of shareholders, and until their successors shall have been elected and qualified. At the …

14A:6-4. Classification of directors; restriction of right to choose directors (1) A corporation may provide in its certificate of incorporation for the classification of its directors in respect to the time for which they shall severally hold office, but no class of directors sh…

14A:6-5. Vacancies and newly created directorships (1) Unless otherwise provided in the certificate of incorporation or the by-laws, any directorship not filled at the annual meeting, any vacancy, however caused, occurring in the board, and newly created directorships resulting f…

14A:6-6. Removal of directors (1) One or more or all the directors of a corporation may be removed for cause or, unless otherwise provided in the certificate of incorporation, without cause by the shareholders by the affirmative vote of the majority of the votes cast by the holde…

14A:6-7.1 Directors' voting; quorum of board of directors and committees; action of board and committees; action of directors without a meeting. 14A:6-7.1. Directors' voting; quorum of board of directors and committees; action of board and committees; action of directors without …

14A:6-8. Director conflicts of interest (1) No contract or other transaction between a corporation and one or more of its directors, or between a corporation and any domestic or foreign corporation, firm or association of any type or kind in which one or more of its directors are…

14A:6-9. Executive committee; other committees (1) If the certificate of incorporation or the by-laws so provide, the board, by resolution adopted by a majority of the entire board, may appoint from among its members an executive committee and one or more other committees, each o…

14A:7-1. Authorized shares (1) Each corporation shall have power to create and issue the number of shares stated in its certificate of incorporation. Such shares may consist of one class or may be divided into two or more classes and any class may be divided into one or more seri…

14A:7-10. Expenses of organization, reorganization and financing The reasonable charges and expenses of organization or reorganization of a corporation, and the reasonable expenses of and compensation for the sale or underwriting of its shares, may be paid or allowed by such corp…

14A:7-11. Certificates representing shares (1) The shares of a corporation shall be represented by certificates or, in accordance with subsection 14A:7-11(6), shall be uncertificated shares. Certificates shall be signed by, or in the name of the corporation by, the chairman or vi…

14A:7-12. Transfer of shares and restrictions on transfer (1) The shares of a corporation shall be personal property and shall be transferable in accordance with the provisions of Chapter 8 of the Uniform Commercial Code (N.J.S. 12A:8-101 et seq.), as amended from time to time, e…

14A:7-13. Issuance of fractional shares or scrip Unless otherwise provided in its certificate of incorporation, a corporation may, but shall not be obliged to, issue fractions of a share and certificates therefor. By action of its board, a corporation may, in lieu of issuing frac…

14A:7-14.1. Limitations on distributions to shareholders (1) "Distribution" means a direct or indirect transfer of money or other property (except its own shares) or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its sha…

14A:7-15. Authority to pay dividends (1) Subject to any restrictions contained in the certificate of incorporation and to the provisions of section 14A:7-14.1, a corporation may, from time to time, by resolution of its board, pay dividends on its shares in cash, in its own shares…