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. Bylaws contain provisions concerning director qualifications, election terms, and quorum requirements.

Last updated October 31st, 2024

New Jersey corporate bylaws form the backbone of a corporation since they contain the regulations that govern its board and shareholders. 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 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]