15A:5-2. Annual or biennial meeting of members

358 words·~2 min read·/nj/title-15a/chapter-5/15a-5-2

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

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 of the corporation shall be held at least once every 2 years. If no provision for a required meeting of members is set forth in the certificate of incorporation or bylaws, then the meeting to elect the trustees shall be held annually.

b. An annual or biennial meeting of the members shall be held at a time as may be provided in the bylaws, or as may be fixed by the board pursuant to authority granted in the bylaws, and, in the absence of such a provision, at noon on the first Tuesday of April. Failure to hold the annual or biennial meeting at the designated time, or to elect a sufficient number of trustees at that meeting or any adjournment thereof, shall not affect otherwise valid corporate acts or work a forfeiture or dissolution of the corporation.

If the annual or biennial meeting for election of trustees is not held on the date designated, the trustees shall cause the meeting to be held as soon thereafter as convenient. If there is a failure to hold an annual or biennial meeting for a period of 30 days after the date designated, or if no date has been designated for a period of 13 months after the organization of the corporation or after its last annual meeting, or 25 months after its last biennial meeting, as the case may be, the Superior Court may, upon the application of a member, summarily order the meeting or the election, or both, to be held at a time and place, upon notice and for the transaction of business as may be designated in the order.

At any meeting ordered by the court called pursuant to this section, the members present in person or by proxy and having voting powers shall constitute a quorum for the transaction of the business designated in the order.

L.1983, c. 127, s. 15A:5-2, eff. Oct. 1, 1983.