N.J. Stat. tit. 15A, ch. 1

in effect

N.J. Stat. § 15A:1-1 Short title; purposes; rules of construction; variation

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

N.J. Stat. § 15A:1-2 Definitions

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 office; c. "Bylaws" means the code of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name by which these rules are designated; d. "Certificate of incorporation" includes: (1) 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 (2) a special act or charter creating a domestic or foreign corporation, as amended, supplemented or restated; e. "Corporation" or "domestic corporation" means a nonprofit corporation incorporated under this act, or existing on its effective date and organized under any law of this State (other than laws contained in Title 16 of the Revised Statutes) for purposes for which a corporation may be organized under this act; f. "Corporate business entity" means an organization organized under any other statute of this State or any statute of any jurisdiction other than this State pursuant to which business corporate entities may be organized; g. "Foreign corporation" means a nonprofit corporation organized under the laws of a jurisdiction other than this State for the purposes for which a corporation may be organized under this act; h. "Member" means a participant in a corporation having such rights or obligations therein as provided in this act; i. "Trustee" means any member of the board of a corporation, whether designated as a trustee, director, manager, governor, or by any other title. L.1983, c. 127, s. 15A:1-2, eff. Oct. 1, 1983.

N.J. Stat. § 15A:1-3 Application of act

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 the organization of a corporation or corporations for a purpose or purposes for which a corporation may be organized under this act; (3) every corporation which reincorporates under this act pursuant to section 15A:1-4; and (4) foreign corporations to the extent provided in this act. b. Chapters 12 (dissolution) and 14 (insolvency, receivers, and reorganization) of this act shall apply to any corporation organized under any provision of Title 16 of the Revised Statutes except as otherwise provided by any law of this State. L.1983, c. 127, s. 15A:1-3, eff. Oct. 1, 1983.

N.J. Stat. § 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 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 continue in existence and operation as if organized hereunder, by amending its certificate of incorporation pursuant to the provisions of this act and filing an original and a copy of a certificate of the 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 that special act of incorporation. The Secretary of State shall forward the copy to the Attorney General. Upon filing a certificate of the amendment, the corporation shall be deemed to be incorporated under this act and to be free from the liabilities and provisions of the act under which it was formerly incorporated. Nothing in this section shall be held to affect transactions, liabilities or debts of the corporation, occurring before the filing of the certificate. b. Any corporate business entity or corporation having capital stock formed for purposes for which corporations may be formed under this act, may, in the manner hereinafter provided, be converted into a corporation under this act as follows: (1) A plan of conversion shall be prepared, setting forth: (a) the terms and conditions of the conversion, (b) the manner of carrying the conversion into effect, (c) a restatement of the certificate of incorporation which complies with this act, and (d) such other details and provisions as are deemed desirable. (2) The plan of conversion shall be adopted by the unanimous vote of all of the shareholders of the corporate entity or corporation. (3) Upon adoption of a plan of conversion by the corporate entity or corporation, a certificate of conversion shall be executed under its name by the president or any vice president, and shall set forth: (a) the name of the corporate entity or corporation and the address including street and number, if any, of its registered office; (b) the statute under which the corporate entity or corporation was incorporated and the date of incorporation; (c) if the plan is to be effective on a specified date, the hour, if any, and the month, day and year of the effective date; (d) the manner in which the plan was adopted by the corporate entity or corporation. The original and a copy of the certificate of conversion shall be filed in the office of the Secretary of State, and upon the filing, or upon the effective date, not to exceed 30 days, specified in the plan of conversion, whichever is later, the conversion shall become effective. Upon the conversion becoming effective, the corporate entity or corporation shall be deemed to be a corporation without capital stock organized under this act for all purposes. The corporate entity or corporation shall remain liable for all existing obligations, public or private, and for all taxes due the State of New Jersey or any other taxing authority for periods prior to the effective date of the conversion, and as a nonprofit corporation, it shall continue to be entitled to all assets it held as a corporate entity or corporation. The capital stock of the corporation theretofore outstanding shall be cancelled. L.1983, c. 127, s. 15A:1-4, eff. Oct. 1, 1983.

N.J. Stat. § 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 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 incorporating by reference any sections of this act to which the corporation wishes to be subject. b. Without limiting the foregoing, any corporation which amends its certificate of incorporation or bylaws to include a provision which sets forth "This corporation shall be subject to the administrative provisions of the New Jersey Nonprofit Corporation Act" shall, without a recitation of the specific sections thereof, be subject to the following sections of this act as if the certificate of incorporation or bylaws of the corporation has been amended to recite the applicability of the text thereof: sections 15A:2-10; 15A:2-11; 15A:3-1 through 15A:3-5; 15A:5-1 through 15A:5-24; 15A:6-1 through 15A:6-17; and 15A:8-1 through 15A:8-5. L.1983, c. 127, s. 15A:1-5, eff. Oct. 1, 1983.

N.J. Stat. § 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.

N.J. Stat. § 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 corporate name need not be in the English language if written in English letters or Arabic or Roman numerals, and except that this requirement shall not apply to a certificate of good standing under paragraph (2) of subsection b. of section 15A:2-5, section 15A:2-6 or subsection b. of section 15A:13-4; (2) The filing shall be accomplished by delivering the document to the office of the Secretary of State, together with the fees and any accompanying documents required by law. The Secretary of State shall endorse upon it the word "Filed" with the Secretary's official title and the date of filing thereof, and shall file it in the office of the Secretary of State. If so requested at the time of the delivery of the document, the Secretary of State shall include the time of filing in the endorsement thereon; (3) The transaction in connection with which the document has been filed shall be effective at the time of filing, unless a subsequent effective time is set forth in the document pursuant to any other provision of this act, in which case the transaction shall be effective at the time specified, which shall not be later than 30 days after the date of filing. b. If a document relating to a domestic corporation or a foreign corporation is required or permitted to be filed under this act and is also required by this act to be executed on behalf of the corporation, the document shall be signed by the chairman of the board, or the president or a vice-president. The name of any person so signing the document, and the capacity in which signed, shall be stated beneath or opposite the signature. The document may contain: (1) The corporate seal; (2) An attestation by the secretary or an assistant secretary of the corporation; or (3) An acknowledgment or proof. If the corporation is in the hands of a court-appointed officer, the document shall be signed by that officer or the majority of them, if there are more than one. c. If a document relating to a domestic or foreign corporation was required or permitted to be filed in the office of the Secretary of State under the law in force prior to the effective date of this act and was or is duly executed before or after the effective date of this act, in accordance with that law, to reflect any vote, consent, certification, or action by trustees, officers, or members of a corporation or by any of these persons on behalf of the corporation, duly taken, given or made before the effective date of this act, the document and any annual report by a corporation, so executed, may be filed in the office of the Secretary of State on the effective date of this act, and within 6 months thereafter. d. The Secretary of State shall record all documents, except annual reports, which relate to or in any way affect corporations, and which are required or permitted by law to be filed in the office of the Secretary of State. The recording may be effected by typewritten copy, or by photographic, microphotographic or microfilming process, or in other manner as may be provided by law. The recorded documents shall be kept in a place different from the place where the originals are filed. e. If any instrument filed with the Secretary of State under any provision of this act is an inaccurate record of the corporate action therein referred to, or was defectively or erroneously executed, the instrument may be corrected by filing with the Secretary of State a certificate of correction executed on behalf of the corporation. The certificate of correction shall specify the inaccuracy or defect to be corrected and shall set forth the correction. The instrument as corrected shall be deemed to have been effective in its corrected form as of its original filing date, but as to persons who relied upon the inaccurate portion of the certificate and who are adversely affected by the correction, the correction shall be effective as of the effective date of filing the certificate of correction. L.1983, c. 127, s. 15A:1-7, eff. Oct. 1, 1983.

N.J. Stat. § 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 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, trustees and members. L.1983, c. 127, s. 15A:1-8, eff. Oct. 1, 1983.

N.J. Stat. § 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 notice is given shall be excluded, and the day on which the matter noticed is to occur shall be included. b. 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 the last address of the person as it appears on the records of the corporation, with first class postage prepaid thereon, or 10 days thereafter if the notice is mailed by any postage class other than first class. L.1983, c. 127, s. 15A:1-9, eff. Oct. 1, 1983.

N.J. Stat. § 15A:1-10 Certificates and certified copies

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 in the office of the Secretary of State pertaining to domestic or foreign corporations. L.1983, c. 127, s. 15A:1-10, eff. Oct. 1, 1983.

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