Title 15A, Title 15A: CORPORATIONS, NONPROFIT

15A:1-4. Certain corporations organized under other acts; reincorporation or conversion a. Any corporation not having capital stock which has been organized by any special act of the Legislature for any of the purposes for which a corporation may be organized under this act, and …

15A:1-5. Authorization to corporations which could be or are organized under title 16 of the revised statutes to adopt provisions of this act without reincorporation a. Any corporation organized for any purpose for which corporations may be incorporated under Title 16 of the Revi…

15A:1-6. Reservation of power This act may be supplemented, altered, amended or repealed by the Legislature and every corporation, domestic or foreign, to which this act applies shall be bound thereby. L.1983, c. 127, s. 15A:1-6, eff. Oct. 1, 1983.

15A:1-7. Execution, filing and recording of documents a. If a document relating to a domestic or foreign corporation is required or permitted to be filed in the office of the Secretary of State under this act: (1) The document shall be in the English language, except that the cor…

15A:1-8. Repeal of prior acts 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 dissolve the corporation, and the corporation, its officers, trustees and members sha…

15A:1-9. Notices; computation of time; effect of postage class used a. 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 bylaws or any resolution of trustees or members, the day on which the not…

15A:2-1. Purposes a. A corporation may be organized under this act for any lawful purpose other than for pecuniary profit including, without being limited to, any one or more of the following purposes: charitable; benevolent; eleemosynary; educational; cemetery; civic; patriotic;…

15A:2-10. Bylaws; making and altering a. The initial bylaws 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 bylaws unless that power is reserved to the members in the certificate of i…

15A:2-11. Bylaws and other powers in emergency a. The board of a corporation may adopt emergency bylaws, subject to repeal or change by action of the members, which shall, notwithstanding any different provision elsewhere in this act or in the certificate of incorporation or byla…

15A:2-12. Chapter organizations a. Any corporation to which this act is applicable pursuant to paragraph (1), (2) or (3) of subsection a. of section 15A:1-3 may provide in its certificate of incorporation that it is to be a "chapter organization" which is a corporation having sub…

15A:2-2. Corporate name of domestic or foreign corporation a. The corporate name of a domestic corporation or of a foreign corporation authorized to transact business in this State: (1) Shall not contain any word or phrase, or abbreviation or derivative thereof, which indicates o…

15A:2-3. Use of name other than actual corporate name a. No domestic corporation, or foreign corporation which conducts activities in this State within the meaning of section 15A:13-3 shall conduct any activities in this State using an alternate name including an abbreviation of …

15A:2-4. Reserved name a. The exclusive right to the use of a corporate name may be reserved upon compliance with the provisions of this section. b. The reservation shall be made by filing in the office of the Secretary of State an application to reserve a specified corporate nam…

15A:2-5. Registered name a. Any foreign corporation may register its corporate name under this act, provided its corporate name is available for use under section 15A:2-2. b. The registration shall be made by filing in the office of the Secretary of State: (1) An application for …

15A:2-6. Renewal of registered name A corporation which has a registration of its corporate name in effect may renew the registration 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 origi…

15A:2-7. Incorporators a. Subject to the provisions of subsection d. of this section, one or more individuals, corporations, foreign corporations or corporate entities may act as incorporators of a corporation by signing and filing in the office of the Secretary of State a certif…

15A:2-8. Certificate of incorporation 15A:2-8. Certificate of incorporation. a. The certificate of incorporation shall set forth: (1) The name of the corporation; (2) The purpose or purposes for which the corporation is organized; (3) If the corporation is to have members, the qu…

15A:2-9. Organization meeting of board of trustees 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 named, to adopt bylaws, elec…

15A:3-1. General powers a. Each corporation, subject to any limitations provided in this act or other statute of this State, or in its certificate of incorporation or bylaws, may: (1) have perpetual duration unless a limited period is stated in its certificate of incorporation; (…

15A: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 because the corporation was without capacity or power to do that act or to make or receive the conveyance or transfer, but …

15A:3-3. Contributions by corporations a. Any corporation, unless otherwise provided in its certificate of incorporation or bylaws, and subject to the purposes specified in its certificate of incorporation, may, irrespective of corporate benefit, aid, singly or in cooperation wit…

15A:3-4. Indemnification of trustees, officers and employees 15A:3-4. Indemnification of trustees, officers and employees. a. As used in this section: (1) "Corporate agent" means any person who is or was a trustee, officer, employee or agent of the indemnifying corporation or of …

15A:3-5. Provisions relating to actions in the right of a corporation a. No action shall be brought in this State by a member in the right of a domestic or foreign corporation unless the plaintiff was a member at the time of the transaction of which the plaintiff complains. b. In…

15A:3A-1 Definitions relative to criminal history background checks for employees, volunteers of youth serving organizations. 1. As used in this act: "Criminal history record background check" means a determination of whether a person has a criminal record by cross-referencing th…

15A:3A-2 Youth serving organization request for criminal background check; costs. 2. a. A nonprofit youth serving organization may request, through the department, that the State Bureau of Identification in the Division of State Police conduct a criminal history record background…

15A:3A-3 Conditions under which person is disqualified from service. 3. Except as provided in P.L.2009, c.139 (C.2C:7-22 et al.), a person may be disqualified from serving as an employee or volunteer of a nonprofit youth serving organization if that person's criminal history reco…

15A:3A-4 Submissions, exchange of background check information. 4. a. Prospective or current employees and volunteers of nonprofit youth serving organizations shall submit their name, address, fingerprints and written consent to the organization for the criminal history record ba…

15A:3A-5 Rules, regulations. 5. The Attorney General, pursuant to the "Administrative Procedure Act," P.L.1968, c.410 (C.52:14B-1 et seq.), shall adopt rules and regulations to effectuate the purposes of this act concerning access to and dissemination of information obtained as a…

15A:4-1. Registered office and registered agent a. Every corporation organized under this title and every foreign corporation authorized to conduct activities in this State shall continuously maintain a registered office in this State, and a registered agent having an address ide…

15A:4-2. Function of registered agent and office; service of process, notice or demand a. Every registered agent shall be an agent of the corporation which has appointed the agent, upon whom process against the corporation may be served and who shall deliver to the corporation al…

15A:4-3. Change of registered office or registered agent 15A:4-3. Change of Registered Office or Registered Agent. a. A domestic corporation or a foreign corporation authorized to conduct activities in this State may change its registered office or its registered agent, or both. …

15A:4-4. Resignation of registered agent a. The registered agent of a domestic corporation or a foreign corporation authorized to conduct activities in this State may resign by complying with the provisions of this section. b. The registered agent shall serve a notice of resignat…

15A:4-5 Annual report to State Treasurer. 15A:4-5. a. Every domestic corporation and every foreign corporation authorized to conduct activities in this State shall file in the office of the State Treasurer, within the time prescribed by this section, an annual report, executed on…

15A:4-6 Certain veterans' organizations exempt from annual report filing fee. 1. A veterans' organization which organizes as a corporation under the "New Jersey Nonprofit Corporation Act," N.J.S.15A:1-1 et seq., shall be exempt from paying the annual report filing fee required pu…

15A:5-1 Meetings of members of corporation. 15A:5-1. a. Meetings of members of every corporation organized under this title may, unless otherwise provided by law, be held at a place, within or without this State, as may be provided in the bylaws or as may be fixed by the board pu…

15A:5-10. Voting by members The right of the members or any class or classes of members to vote may be limited, enlarged or denied to the extent specified in the certificate of incorporation or bylaws. Unless so limited, enlarged or denied, each member, regardless of class, shall…

15A:5-11. Votes required a. Whenever any action, other than the election of trustees is to be taken by vote of the members, it shall be authorized by a majority of the votes cast at a meeting of members by the members entitled to vote thereon, unless a greater plurality is requir…

15A:5-12. Greater or lesser voting requirements a. Whenever any action is to be authorized by the members of a corporation and the certificate of incorporation or the bylaws require the affirmative vote of a greater proportion of the votes cast by the members entitled to vote the…

15A:5-13. Memberships held or controlled by the corporation not voted or counted If the corporation holds interests or memberships which entitle it to cast the plurality of the votes required for the election of directors of a domestic or foreign corporate entity or the election …

15A:5-14. Memberships held by another corporation Memberships standing in the name of another domestic or foreign corporation may be voted by any officer or agent, or by proxy appointed by any of them, unless some other person, by resolution of its board or pursuant to its bylaws…

15A:5-15. Memberships held by fiduciaries Memberships held by any person in any representative or fiduciary capacity may be voted by that person without a transfer of the membership into the name of that person. Where memberships are held jointly by any number of fiduciaries, and…

15A:5-16. Memberships held jointly or as tenants in common Membership held by two or more persons as joint tenants or as in common may be voted at any meeting of the members by any one of the persons, unless another joint tenant or tenant seeks to vote the membership in person or…

15A:5-17. Voting of pledged memberships A member whose membership interest is pledged shall be entitled to vote the membership until the membership has been transferred into the name of the pledgee, or a nominee of the pledgee. L.1983, c. 127, s. 15A:5-17, eff. Oct. 1, 1983.

15A:5-18. Proxy voting a. Unless otherwise provided in the certificate of incorporation or bylaws, every member entitled to vote at a meeting of members or to express consent without a meeting may authorize another person or persons to act for the member by proxy. Every proxy sha…

15A:5-19. Agreements as to voting; provision in certificate of incorporation as to control of trustees a. An agreement between two or more members, if in writing and signed by the parties thereto, may provide that in exercising any voting rights, the members shall vote as therein…

15A:5-2. Annual or biennial meeting of members a. If the certificate of incorporation or bylaws or other applicable law provides that some or all of the trustees shall be elected by the members, the certificate of incorporation or bylaws may provide that a meeting of the members …