Corporate Board Meeting and Written-Consent Requirements in New Jersey

At a glance

Requirements one by one

The board manages the ordinary for-profit corporation

The New Jersey Business Corporation Act defines a domestic corporation as a corporation for profit and defines the board as its board of directors. Under § 14A:6-1, business and affairs are managed by or under the board's direction unless the Act or certificate provides otherwise.

The board has one or more members. Subject to the certificate, the bylaws state the number or a minimum-maximum range and the mechanism for fixing the actual number. Professional, nonprofit, benefit, public, foreign, and specially regulated corporations can use additional or different rules; this page follows an ordinary domestic private for-profit corporation.

Bylaws complete the ordinary call procedure

Section 14A:6-10 permits board meetings inside or outside New Jersey unless the certificate or bylaws provide otherwise. It does not name an ordinary default caller or schedule. Those points must come from the current bylaws, certificate, or valid prior board action.

An adjourned meeting needs no new notice when the time and place are fixed at the meeting that adjourns and each adjournment is no more than ten days. A longer adjournment or one without fixed time and place does not fit that statutory no-new-notice rule.

Emergency bylaws cover attack and nuclear-disaster conditions

Section 14A:2-10 is narrower than modern all-catastrophe provisions. Its emergency bylaws operate during an emergency resulting from an attack on the United States or a nuclear or atomic disaster. They may let any officer or director call the board, reduce quorum to those attending, and use predesignated persons as substitute directors.

Unless the emergency bylaws say otherwise, notice goes only to directors feasible to reach by means feasible at the time, including publication or mass communication. Present officers may be deemed directors in rank and seniority order as needed for quorum. The emergency bylaws cease when the emergency ends.

Ordinary notice timing and delivery come from the bylaws

Regular meetings may be held with or without notice as the bylaws prescribe. Special meetings require the notice prescribed in the bylaws; the statute does not supply a fallback day count or delivery method. The business and purpose need not be stated unless the bylaws require them.

A director may sign a waiver before or after the meeting. Attendance also waives notice unless the director protests the lack of notice before the meeting concludes. That is a later objection deadline than statutes requiring an objection at the outset, but waiting until after adjournment is too late for the attendance-waiver rule.

Remote participation requires everyone to hear each other

When appropriate communication facilities are reasonably available, any or all directors have the right to participate in all or part of a board or committee meeting by conference telephone or another method through which every participant can hear every other participant. The certificate or bylaws may provide otherwise.

Section 14A:6-7.1 measures quorum by directors' “participation,” so qualifying remote participants count toward quorum even though § 14A:6-10 does not use the separate phrase “present in person.” An asynchronous email chain does not let participants hear each other and must satisfy the no-meeting consent rule if it is intended as board action.

Quorum uses the entire no-vacancy board and director votes

“Entire board” means the total number of directors the corporation would have if there were no vacancies. The default quorum is participation by directors holding a majority of the votes of that entire board or committee. Vacancies do not reduce the authorized-board denominator.

The certificate may give specified directors more than one vote. In that case, majority references count director votes rather than director heads, and a person appointed to fill a weighted directorship has only one vote unless the certificate says otherwise.

The certificate or bylaws may set a greater or lesser quorum, but never less than one-third of the votes of the entire board or committee. Section 14A:6-7.1 requires quorum at the meeting where action is approved and supplies no separate continued-action rule after quorum is lost.

A majority of director votes present ordinarily acts

With quorum present, action approved by a majority of the votes of directors present is the act of the board or committee. The Act, certificate, or bylaws may require a greater proportion, including unanimity. An abstention supplies no affirmative approval and can prevent the proposal from receiving a majority of the director votes present.

Section 14A:6-13's presumed-assent rule is limited to the § 14A:6-12 liability matters: improper dividends, distributions, share purchases, liquidations, and insider loans. On those matters, a present director preserves dissent in the minutes or by written dissent to the meeting secretary before or promptly after adjournment; an absent director files after learning of the action. A director who voted in favor cannot use the dissent route. The statute does not impose that presumption on every routine board act.

No-meeting action defaults to unanimous filed consent

Unless the certificate or bylaws otherwise provide, every board or committee member must consent in writing or by electronic transmission. The consent may occur before or after the action, has the same effect as a unanimous vote, and must be filed with the minutes.

The filing form follows the minute system: paper consents for paper minutes and electronic consents for electronic minutes. An electronic transmission must create a record that the recipient can retain, retrieve, review, and reproduce on paper through an automated process.

Section 14A:6-7.1 does not state a signature requirement, delivery address, collection period, withdrawal mechanism, delayed effective time, or later notice to a nonconsenting member. Because the opening clause lets the certificate or bylaws “otherwise provide,” confirm the exact governing-document variation rather than assuming the statutory default always controls.

Committee authority requires document authorization and board action

The certificate or bylaws must authorize committees. The board then acts by a resolution adopted by a majority of the entire board to appoint an executive committee or other one-or-more-director committees. A majority of the entire board also fills committee vacancies, appoints director alternates, abolishes a committee, or removes a committee member.

Within the delegation, a committee may exercise board authority, but it cannot make, alter, or repeal bylaws; elect or appoint a director; remove an officer or director; submit shareholder-required action; or change a board resolution that by its terms only the board may change. Section 14A:6-9 does not create a general statutory subcommittee mechanism.

Committee meeting action must be reported at the next board meeting. If the board meets within two days after the committee meeting, the report may instead be made at the second board meeting. Committee designation does not relieve the board or directors of legal responsibility.

Minutes and substantive-law boundaries remain separate

Section 14A:5-28 requires minutes of board and executive-committee proceedings. They may be written or kept in another form convertible to readable form within a reasonable time, including on an electronic network. Section 14A:6-7.1 separately requires all board or committee no-meeting consents to be filed with the minutes.

Conflict and fiduciary rules remain distinct. N.J.S.A. §§ 14A:6-8 and 14A:6-14 govern those separate questions. Section 14A:6-8 permits specified disinterested-director authorization or ratification even when the disinterested directors are fewer than quorum, but that transaction-specific rule is not a general quorum exception. Section 14A:6-14 separately requires good faith and ordinary diligence, care, and skill. Shareholder inspection, public-company, securities, lender, regulatory, defective-action, and contested-authority issues remain outside this routine procedure survey.

What trips people up

New Jersey's “entire board” does not mean directors currently serving. It means the total board if there were no vacancies, and weighted director votes can change both quorum and approval calculations.

The ten-day number belongs to the adjourned-meeting no-new-notice rule. It is not the default notice period for an ordinary special meeting, which the bylaws must supply.

Committee approval has a reporting tail. Meeting action must be reported to the board at the next meeting, or at the second meeting when the first occurs within two days after the committee meeting.

Common questions

Who may call a special board meeting?

The reviewed Business Corporation Act provisions do not name an ordinary default caller. Check the certificate, bylaws, and valid board resolutions.

Does a telephone participant count toward quorum?

Yes, when appropriate facilities are reasonably available, every participant can hear the others, and the certificate and bylaws do not provide otherwise. Quorum then turns on the votes held by participating directors.

Can the board act by email?

Potentially. Under the statutory default, every member must consent through an electronic transmission that creates a retainable, reviewable, paper- reproducible record, and the transmission must be filed electronically with electronic minutes or in paper form with paper minutes.

Must a special-meeting notice state its purpose?

Not under the statutory default. The bylaws can require the purpose and also control the notice period and method.

Statutes and sources

• N.J.S.A. 14A:1-2.1, 14A:6-1, and 14A:6-2 — entity, board, entire-board, management, and board-size rules. Official New Jersey Legislative Services NxT current compilation, updated through P.L.2025, c.405 and J.R.22; accessed August 15, 2026. Exact official URLs appear in the source records above.
• N.J.S.A. 14A:2-10 — attack and nuclear-disaster emergency bylaws, calls, notice, quorum, and substitute directors. Same compilation and access date.
• N.J.S.A. 14A:6-10 — place, ordinary notice, waiver, adjournment, and remote participation. Same compilation and access date.
• N.J.S.A. 14A:6-7.1 and 14A:1-8.1 — weighted votes, quorum, board action, unanimous consent, filing form, and electronic transmission. Same compilation and access date.
• N.J.S.A. 14A:6-9 — committee authorization, appointment, alternates, nondelegable matters, and reporting. Same compilation and access date.
• N.J.S.A. 14A:5-28, 14A:6-8, and 14A:6-12 through -14 — minutes, conflict/duty boundaries, and the limited presumed-assent rule. Same compilation and access date.