New Jersey Corporate Bylaws Template

New Jersey corporate bylaws form the backbone of a corporation since they contain the regulations that govern its board and shareholders. For instance, a corporation’s bylaws contain provisions concerning director qualifications, election terms, and quorum requirements.

Last updated December 6th, 2024

New Jersey corporate bylaws form the backbone of a corporation since they contain the regulations that govern its board and shareholders. For instance, a corporation’s bylaws contain provisions concerning director qualifications, election terms, and quorum requirements.

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Are bylaws required in New Jersey?

Yes, all corporations in New Jersey must institute and operate under a set of formally executed bylaws.[1]

New Jersey Corporate Laws

  • Corporate Tax: New Jersey requires c corporations to pay tax that is based on their net income.[2]
    • 6.5% – 0 – $50,000
    • 7.5% – $50,000 – $100,000
    • 9.0% – $100,000 and over
  • Board: Corporations are explicitly required to have their “business and affairs” under the oversight of its board of directors.[3]
    • Number – The bylaws “specify the number” of directors that sit on the board, but if not, then the board must have at least one director.[4]
    • Qualifications – The bylaws and the certificate of incorporation regulate director requirements; however, without such provisions, directors “need not” be residents, citizens, or shareholders.[5]
    • Terms – All initial directors “shall hold office” until the first annual meeting while, typically, every subsequent director serves for the term one year (until the next annual meeting).[6]
    • Staggered Terms – Corporations divide directors into classes, each with a unique election year; however, a director’s term may not be “shorter than one year or longer than five years.”[7]
    • Fiduciary Duty – Directors must execute their duties with a “degree of diligence, care and skill” of any ordinary person who considers the corporation’s interests a priority.[8]
  • Officers: New Jersey expects corporations to appoint a president, treasurer, and secretary through its board of directors or in a manner “provided by the bylaws.” [9]
  • Meeting: The bylaws determine the notice given to directors on the time and place however, this excludes directors who signed a “waiver of notice.”[10]
  • Quorum: A quorum to transact business consists of “directors with a majority of the votes”; however, so long the bylaws may adjust this to any figure above a third of the board’s total possible votes (or relevant committee).[11]
  • Emergency Bylaws: Bylaws are specifically “operative during any emergency,” remain amenable post-emergency, and do not contradict the corporation’s established bylaws, certificate of incorporation, and the law.[12]

Sources

  1. NJ Rev Stat § 14A:2-9 (2023)
  2. NJ Treasury Dept – Taxation
  3. NJ Rev Stat § 14A:6-1 (2023)
  4. NJ Rev Stat § 14A:6-2 (2023)
  5. NJ Rev Stat § 14A:6-1 (2023)
  6. NJ Rev Stat § 14A:6-3 (2023)
  7. NJ Rev Stat § 14A:6-4 (2023)
  8. NJ Rev Stat § 14A:6-14 (2023)
  9. NJ Rev Stat § 14A:6-15 (2023)
  10. NJ Rev Stat § 14A:6-10 (2023)
  11. NJ Rev Stat § 14A:6-7.1 (2023)
  12. NJ Rev Stat § 14A:2-10 (2023)