Are bylaws required in New Jersey?
Yes, all corporations in New Jersey must institute and operate under a set of properly approved 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 any 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 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
- NJ Rev Stat § 15A:2-10 (2023)
- NJ Treasury Dept – Taxation
- NJ Rev Stat § 14A:6-1 (2023)
- NJ Rev Stat § 14A:6-2 (2023)
- NJ Rev Stat § 14A:6-1 (2023)
- NJ Rev Stat § 14A:6-3 (2023)
- NJ Rev Stat § 14A:6-4 (2023)
- NJ Rev Stat § 14A:6-14 (2023)
- NJ Rev Stat § 14A:6-15 (2023)
- NJ Rev Stat § 14A:6-10 (2023)
- NJ Rev Stat § 14A:6-7.1 (2023)
- NJ Rev Stat § 15A:2-11 (2023)