N.J. Stat. tit. 14A, ch. 9

N.J. Stat. tit. 14A, ch. 9
in effect

N.J. Stat. § 14A:9-1 Amendment of certificate of incorporation

(1) A corporation may amend its certificate of incorporation, from time to time, in any and as many respects as may be desired so long as the amendment contains only such provisions as might lawfully be contained in an original certificate of incorporation filed at the time of making such amendment. (2) In particular, and without limitation upon the general power of amendment granted by subsection 14A:9-1(1), a corporation may amend its certificate of incorporation (a) To change its corporate name; (b) To enlarge, limit, or otherwise change its corporate purposes or powers; (c) To change the duration of the corporation, even if such duration has expired, to a limited or perpetual duration; (d) To increase or decrease the aggregate number of shares or shares of any class or series of any class, which the corporation has authority to issue; (e) To increase or decrease the par value of the authorized shares of any class having a par value, whether issued or unissued; (f) To exchange, classify, reclassify or cancel all or any part of its shares, whether issued or unissued; (g) To change the designation of all or any part of its shares, whether issued or unissued, and to change the preferences, limitations and the relative rights in respect of all or any part of its shares, whether issued or unissued; (h) To change shares having a par value, whether issued or unissued, into the same or a different number of shares without par value, and to change shares without par value, whether issued or unissued, into the same or a different number of shares having a par value; (i) To change the shares of any class or series, whether issued or unissued, and whether with or without par value, into a different number of shares of the same class or series or into the same or a different number of shares, either with or without par value, of other classes or series; (j) To create new classes or series of shares having rights and preferences superior or inferior to, or equal with, the shares of any class or series then authorized, whether issued or unissued; (k) To cancel or otherwise affect the right of the holders of the shares of any class or series to receive dividends which have accrued but have not been declared; (l) To divide any class of shares, whether issued or unissued, into series and fix the designations of such series and the preferences, limitations and relative rights of the shares of such series; (m) To authorize the board to divide authorized but unissued shares of any class into series and fix the designations and number of shares of such series and the preferences, limitations and relative rights of the shares of such series; (n) To authorize the board to fix or change the designation or number of shares of, or preferences, limitations or relative rights of the shares of any theretofore established series the shares of which have not been issued; (o) To revoke, diminish or enlarge the authority of the board to take any of the actions set forth in paragraphs 14A:9-1(2)(m) and 14A:9-1(2)(n); (p) To limit, deny or grant to shareholders of any class the preemptive right to acquire additional or treasury shares of the corporation, whether then or thereafter authorized; (q) To strike out, change or add any provision, not inconsistent with law, for the management of the business and the conduct of the affairs of the corporation, or creating, defining, limiting and 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 by-laws. (3) (Deleted by amendment, P.L. 1988, c. 94.) L.1968, c.350; amended 1988,c.94,s.52.

N.J. Stat. § 14A:9-2 Procedure to amend certificate of incorporation

14A:9-2. Procedure to amend certificate of incorporation. (1) Before the organization meeting of the board, the incorporators may amend the certificate of incorporation by complying with subsection 14A:9-4(1). (2) Amendment of the certificate of incorporation by action of the board is provided for in subsection 14A:4-3(1), subsection 14A:5-21(4), subsection 14A:7-2(4), subsection 14A:7-9(4), subsection 14A:7-15.1(3), and subsections 14A:7-18(1) and 14A:7-18(4). Amendment of the certificate of incorporation by action of the registered agent to change the registered office is provided for in subsection 14A:4-3(3). (3) An amendment of the certificate of incorporation pursuant to a plan of merger may be made in the manner provided in Chapter 10 of this act. (4) All other amendments of the certificate of incorporation shall be made in the following manner: (a) The board shall approve the proposed amendment and direct that it be submitted to a vote at a meeting of the shareholders. (b) Written notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each shareholder of record entitled to vote thereon within the time and in the manner provided in this act for the giving of notice of meetings of shareholders. (c) At such meeting a vote of shareholders entitled to vote thereon shall be taken on the proposed amendment. The proposed amendment shall be adopted upon receiving the affirmative vote of a majority of the votes cast by the holders of shares entitled to vote thereon and, in addition, if any class or series of shares is entitled to vote thereon as a class, the affirmative vote of a majority of the votes cast in each class vote; except that, in the case of a corporation organized prior to January 1, 1969, the proposed amendment shall be adopted upon receiving the affirmative vote of two-thirds of the votes so cast. The voting requirements of this section shall be subject to such greater requirements as are provided in this act for specific amendments, or as may be provided in the certificate of incorporation. (d) Subject to the provisions of section 14A:5-12, a corporation organized prior to January 1, 1969 may adopt the majority voting requirements prescribed in paragraph 14A:9-2(4)(c) by amendment of its certificate of incorporation adopted by the affirmative vote of two-thirds of the votes cast by the holders of shares entitled to vote thereon. (e) Any number of amendments may be acted upon at one meeting. (f) Upon adoption, a certificate of amendment shall be filed in the office of the Secretary of State as provided in section 14A:9-4. L.1968, c.350; amended 1973,c.366,s.47; 1988,c.94,s.53; 1995,c.279,s.11.

N.J. Stat. § 14A:9-3 Class voting on amendments

(1) Except as otherwise provided in subsection 14A:9-3(4), and notwithstanding any provision in the certificate of incorporation, the holders of the outstanding shares of a class or series shall be entitled to vote as a class upon a proposed amendment, if the amendment would (a) exclude or limit their right to vote on any matter, except as such right may be limited by voting rights given to new shares then being authorized of any existing or new class or series; (b) limit or deny their existing preemptive rights; (c) cancel or otherwise adversely affect dividends which have accrued but have not been declared on the shares held by them; or (d) create, or authorize the board to create, a new class or series having, or convertible into shares having, rights or preferences prior or superior to those of the shares held by them, or increase such rights or preferences of any class or series. (2) Except as otherwise provided in subsection 14A:9-3(4), and notwithstanding any provision in the certificate of incorporation, the holders of the outstanding shares of a class or series whose rights or preferences would be subordinated or otherwise adversely affected by a proposed amendment shall be entitled to vote as a class thereon, if the amendment would (a) decrease the par value of their shares; (b) effect a conversion, exchange or reclassification of their shares; (c) effect a conversion or exchange, or create a right of conversion or exchange, of any shares of another class or series into shares of their class or series; (d) change the designation, preferences, limitations or relative rights of their shares; (e) change their shares into a different number of shares, or into the same number of shares of another class or series; or (f) divide the shares of their class into series or determine the designation of any series in their class or determine any preferences, limitations or relative rights of any series in their class, or authorize the board to make any such division or to make or change any such determination. (3) If any proposed amendment referred to in subsections 14A:9-3(1) and 14A:9-3(2) would subordinate or otherwise adversely affect the rights or preferences of the holders of shares of one or more series of any class, but not of the entire class, then only the holders of such series shall be entitled by this section to vote as a class upon such proposed amendment. (4) This section shall not apply to amendments which may be made by board action without shareholder approval, as set forth in subsection 14A:9-2(2). L.1968, c.350.

N.J. Stat. § 14A:9-4 Certificate of amendment

(1) If the amendment is made as provided by subsection 14A:9-2(1), a certificate of amendment shall, subject to subsection 14A:2-6(3), be signed by all the incorporators, shall set forth the name of the corporation and the amendment so adopted, and shall recite that the amendment is made by unanimous consent of the incorporators before the organization meeting of the directors. (2) If the amendment is made by the board as referred to in subsection 14A:9-2(2), a certificate of amendment shall be executed on behalf of the corporation. The certificate shall set forth the information required by the section of this act which empowers the board to make the amendment. (3) If the amendment is made as provided by subsection 14A:9-2(4), a certificate of amendment shall be executed on behalf of the corporation and shall set forth (a) The name of the corporation; (b) The amendment so adopted; (c) The date of the adoption of the amendment by the shareholders; (d) The number of shares entitled to vote thereon, and if the shares of any class or series are entitled to vote thereon as a class, the designation and number of shares entitled to vote thereon of each such class or series; (e) The number of shares voted for and against such amendment, respectively, and if the shares of any class or series are entitled to vote thereon as a class, the number of shares of each such class and series voted for and against such amendment, respectively; (f) If such amendment is intended to provide for an exchange, reclassification or cancellation of issued shares, a statement of the manner in which the same shall be effected; and (g) If, pursuant to subsection 14A:9-4(5), the amendment is to become effective at a time subsequent to the time of filing, the date when the amendment is to become effective. (4) (Deleted by amendment, P.L. 1988, c. 94.) (5) Each certificate of amendment of the certificate of incorporation shall be filed in the office of the Secretary of State and the amendment shall become effective upon the date of filing or at such later time, not to exceed 90 days from the date of filing, as may be set forth in the certificate. L.1968, c.350; amended 1973,c.366,s.48; 1988,c.94,s.54.

N.J. Stat. § 14A:9-5 Restated certificate of incorporation

(1) A corporation may restate and integrate in a single certificate the provisions of its certificate of incorporation as theretofore amended, including any provision effected by a merger or consolidation and any further amendments as may be adopted concurrently with the restated certificate. (2) If the proposed restated certificate merely restates and integrates, but does not substantively amend the certificate of incorporation as theretofore amended, it may be adopted by the board. (3) If the proposed restated certificate restates and integrates and also substantively amends the certificate of incorporation as theretofore amended, such restated certificate shall be adopted in the following manner: (a) The board shall approve the proposed restated certificate and direct that it be submitted to a vote at a meeting of the shareholders; (b) Written notice setting forth the proposed restated certificate shall be given to each shareholder of record entitled to vote thereon within the time and in the manner provided in this act for the giving of notice of such meeting; (c) At such meeting a vote of shareholders entitled to vote thereon shall be taken on the proposed restated certificate. The proposed restated certificate shall be adopted upon receiving a number of votes sufficient to adopt an amendment to the corporation's certificate of incorporation. The voting requirements of this section shall be subject to such greater requirements as are provided in this act for specific amendments or as may be provided in the certificate of incorporation. (4) The restated certificate shall recite that it is a restated certificate and shall contain all such provisions as are required in an original certificate of incorporation filed at the time the restated certificate is filed, except that (a) It shall state the address of the corporation's then current registered office, and the name of its then current registered agent, and it shall also state the number, names and addresses of the directors constituting its then current board; (b) It need not include statements as to the incorporator or incorporators or as to the first directors or the first registered office and registered agent; (c) If, pursuant to subsection 14A:9-5(6), the restated certificate is to become effective subsequent to the time of filing, it shall state the date when it is to become effective. (5) The restated certificate shall be executed on behalf of the corporation, and shall be filed in the office of the Secretary of State. There shall be attached to it and filed therewith a certificate executed on behalf of the corporation and setting forth (a) The name of the corporation; (b) The date such restated certificate was adopted; and (c) If the restated certificate was adopted by the shareholders, it shall also set forth (i) the number of shares entitled to vote thereon, and, if the shares of any class or series are entitled to vote thereon as a class, the designation and number of shares entitled to vote thereon of each such class and series; (ii) the number of shares voted for and against such adoption, and, if the shares of any class or series are entitled to vote thereon as a class, the number of shares of each such class and series voted for and against such adoption; and (iii) if any amendment of the certificate of incorporation made by such restated certificate is intended to provide for an exchange, reclassification, or cancellation of issued shares, a statement of the manner in which the same shall be effected. (6) The restated certificate shall become effective upon the date of filing with the Secretary of State or at such later time, not to exceed 90 days from the date of filing, as may be set forth therein. A restated certificate adopted in the manner prescribed herein, whether by action of the board alone pursuant to subsection 14A:9-5 (2) or by action of the board and the shareholders pursuant to subsection 14A:9-5(3), shall supersede for all purposes the original certificate of incorporation and all amendments thereto made prior to the adoption of such restated certificate, and such restated certificate may be separately certified as the certificate of incorporation. L.1968, c.350; amended 1969,c.102,ss.13,17; 1973,c.366,s.49; 1988,c.94,s.55.

N.J. Stat. § 14A:9-6 Abandonment of amendment or restated certificate

Prior to the effective date of an amendment of the certificate of incorporation or of a restated certificate for which shareholder approval is required under the provisions of this act, such amendment or such restated certificate may be abandoned pursuant to provisions therefor, if any, set forth in the resolution of the shareholders approving such amendment or such restated certificate or in any resolution subsequently adopted by the shareholders. If a certificate of amendment or a restated certificate has been filed in the office of the Secretary of State prior to such abandonment, a certificate of abandonment shall be filed in the office of the Secretary of State. The certificate shall state that the amendment or the restated certificate has been abandoned in accordance with the provisions therefor set forth in the resolution of the shareholders. L.1968, c.350; amended by L.1973, c. 366, s. 50, eff. May 1, 1974.
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