New Jersey · statute · N.J. Stat. tit. 15A · 171 active provisions
a. This title shall be known and may be cited as the "New Jersey Nonprofit Corporation Act." b. This title shall be liberally construed and applied to promote its underlying purposes and policies. c. Underlying purposes and policies of this title are, among others: (1) to simplify, clarify and modernize the law governi…
As used in this title: a. "Act" means the "New Jersey Nonprofit Corporation Act" ; b. "Board" means the board of trustees or the group of persons vested with management of the business and affairs of the corporation irrespective of the name by which the group is designated; "entire board" means all the trustees then in…
a. This act shall apply to: (1) every corporation which is organized under this act; (2) every corporation without capital stock which was organized under or became subject to any heretofore enacted law of this State with respect to which power to amend or repeal was reserved to the Legislature, and which provided for…
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 to which this act does not apply pursuant to section 15A:1-3, may come under and be subject to the provisions of this act, and c…
a. Any corporation organized for any purpose for which corporations may be incorporated under Title 16 of the Revised Statutes which is not organized under this act and which has not reincorporated under this act pursuant to section 15A:1-4 may amend its certificate of incorporation or its bylaws to include provisions…
This act may be supplemented, altered, amended or repealed by the Legislature and every corporation, domestic or foreign, to which this act applies shall be bound thereby.
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 corporate name need not be in the English language if written in English letters or Arabic or Rom…
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 shall have the same rights, and shall be subject to the same limitations,…
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 notice is given shall be excluded, and the day on which the matter noticed is to occur shall be included. b. If…
a. Upon request of any person, the Secretary of State shall furnish certified copies of documents filed in the office of the Secretary of State in accordance with the provisions of this act. b. Upon the request of any person, the Secretary of State shall certify to the existence or non-existence of any facts on record…
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; political; religious; social; fraternal; literary; cultur…
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 or implies that it is organized for any purpose other than one or more of the purposes permitted by…
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 its corporate name or an acronym unless: (1) It also uses its actual corporate name in the tra…
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 name, or the first name available for corporate use among not more…
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 registration executed on behalf of the corporation, setting forth…
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 original application for registration, together with a certificate of good standi…
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 certificate of incorporation for the corporation. Individuals acting…
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 qualifications for members or that the qualifications shall be as set forth in t…
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, elect officers, provide for initial members if there are to be members, and transact all other…
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 incorporation or the bylaws, but bylaws made by the board may be altered or rep…
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 bylaws, be operative during any emergency in the conduct of the business of the corporation…
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 subordinate or local chapters, however designated, located within or withou…
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; (2) sue and be sued, complain and defend and participate as a par…
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 the lack of capacity or power may be asserted: a. In a proceeding by a mem…
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 with other corporate entities and with natural persons, in the creation or mainten…