Nonprofit Corporation Articles Amendment Approval and Filing in New Jersey

At a glance

Approval

Section 15A:9-1 permits changes that could lawfully appear in an original nonprofit certificate at the time of amendment. For an ordinary corporation with voting members, the board approves the proposal and sends it to a member meeting (§ 15A:9-2(d)(1)). The amendment needs two-thirds of votes cast by members entitled to vote (§ 15A:9-2(d)(3)). Section 15A:5-12 permits a higher requirement or an authorized lower one, but a lower requirement must still be at least a majority of votes cast.

An adversely affected membership class votes separately even if its ordinary voting rights are limited (§ 15A:9-3). The default class threshold is two-thirds of votes cast in that class (§ 15A:9-2(d)(3)). Before the trustees' organization meeting, incorporators can amend unanimously; if there are no members entitled to vote, two-thirds of trustees present at a meeting called for the amendment approve unless governing documents require more (§§ 15A:9-2(a),(c), 15A:9-4(a)).

Notice, filing, and effect

The member meeting notice must contain the proposed amendment or a summary (§ 15A:9-2(d)(2)); ordinary meeting notice is 10 to 60 days (§ 15A:5-4(a)). Section 15A:5-6 allows unanimous written member consent unless the certificate or bylaws say otherwise. It also permits written consent by the minimum votes that would authorize the action at a full meeting, subject to advance notice to other members and a 10-day wait (§ 15A:5-6(b)).

The certificate of amendment identifies the corporation, sets out the amendment, and reports membership status, adoption date and the applicable trustee, member and class vote or consent details (§ 15A:9-4). The chair, president or vice-president executes an ordinary filing (§ 15A:1-7(b)); incorporators sign the preorganization certificate (§ 15A:9-4(a)). An original and copy go to the Secretary of State, which forwards the copy to the Attorney General (§ 15A:9-4(c)). Section 15A:15-1(a)(2) sets the filing fee at $75. Filing makes the amendment effective unless the certificate states a later time no more than 30 days after filing (§§ 15A:9-4(c), 15A:1-7(a)(3)). A substantive restatement follows the amendment approval route, supersedes the earlier certificate when effective, and carries a $75 fee (§§ 15A:9-5, 15A:15-1(b)).

Statutes and sources

• N.J. Stat. § 15A:9-1, accessed October 1, 2026: “15A: 9-1. Amendment of certificate of incorporation 15A: 9-1. Amendment of certificate of incorporation a. A corporation may amend its certificate of incorporation from time to time in any and as many respects as may be desired as long as the amendment contains only those provisions as might lawfully be contained in an original certificate of incorporation filed at the time of making the amendment. b. In particular, and without limitation upon the general power of amendment granted by subsection a. of this section, a corporation may amend its certificate of incorporation: (1) To change its corporate name; (2) To enlarge, limit or otherwise change its corporate purposes or powers; (3) To provide for expansion or limitation on eligibility requirements for membership; (4) To increase or decrease the number of trustees or their powers; (5) To create new classes of members, to divide any class of members into one or more classes of members, and to transfer members from one class to another; (6) To become a corporation with members or without members; (7) To extend its period of duration; or (8) To strike out, change or add any provision not inconsistent with law for the management and conduct of the affairs of the corporation, or creating, defining, limiting and regulating the powers of the corporation, its trustees and members or any class of members, including any provision which under this act is required or permitted to be set forth in the bylaws.”
• N.J. Stat. § 15A:9-2, accessed October 1, 2026: “15A: 9-2. Procedure to amend certificate of incorporation 15A: 9-2. Procedure to amend certificate of incorporation a. Before the organization meeting of the board of trustees, the incorporators may amend the certificate of incorporation by complying with subsection a. of section 15A:9-4. b. An amendment of the certificate of incorporation pursuant to a plan of merger may be made in the manner provided in chapter 10 of this act. c. An amendment of the certificate of incorporation of a corporation not having any members entitled to vote thereon shall be approved upon receipt of the affirmative vote of two-thirds of those trustees present at a meeting called for the purpose of considering and voting upon the proposed amendment unless the vote of a greater number is required by the certificate of incorporation or bylaws. Upon adoption, a certificate of amendment shall be filed in the office of the Secretary of State as provided in section 15A:9-4. d. All other amendments of the certificate of incorporation shall be made in the following manner: (1) The board of trustees shall approve the proposed amendment and direct that it be submitted to a vote at a meeting of the members; (2) Written notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each member of record entitled to vote thereon within the time and in the manner provided in this act for the giving of notice of meetings of members; (3) At the meeting, a vote of members entitled to vote thereon shall be taken on the proposed amendment. The proposed amendment shall be adopted upon receiving the affirmative vote of two-thirds of the votes cast by the members entitled to vote thereon and, in addition, if any class of members is entitled to vote thereon as a class, the affirmative vote of two-thirds of the votes cast in each class vote. The voting requirements of this subsection shall be subject to the greater or lesser requirements as are adopted pursuant to section 15A:5-12; (4) Any number of amendments may be acted upon at one meeting; (5) Upon adoption, a certificate of amendment shall be filed in the office of the Secretary of State as provided in section 15A:9-4.”
• N.J. Stat. § 15A:9-3, accessed October 1, 2026: “15A: 9-3. Class voting on amendments 15A: 9-3. Class voting on amendments Notwithstanding any provision in the certificate of incorporation, the members of a class, with or without voting rights, whose voting or other rights or preferences or privileges would be subordinated or otherwise adversely affected by a proposed amendment, shall be entitled to vote as a class thereon.”
• N.J. Stat. § 15A:9-4, accessed October 1, 2026: “15A: 9-4. Certificate of amendment 15A: 9-4. Certificate of amendment a. If the amendment is made as provided by subsection a. of section 15A:9-2, a certificate of amendment shall, subject to subsection c. of section 15A:2-7, be signed by all incorporators, shall set forth the name of the corporation and the amendment so adopted, and shall recite that the amendment is made by the unanimous consent of the incorporators before the organization meeting of the board of trustees. b. If the amendment is made as provided by subsection c. or d. of section 15A:9-2, a certificate of amendment shall be executed on behalf of the corporation and shall set forth: (1) the name of the corporation; (2) the amendment so adopted; (3) whether the corporation has or does not have members; (4) the date of the adoption of the amendment by the trustees if the corporation has no members entitled to vote thereon, or by the members, whichever is applicable; (5) if the corporation has no members entitled to vote thereon, the number of trustees of the corporation and either the number of trustees voting for and against the amendment, respectively, and the number of trustees present at the meeting or that the amendment was adopted by the unanimous written consent of the trustees without a meeting; (6) if applicable, the number of members entitled to vote thereon and either the number of members voting for and against the amendment, respectively, if any class or classes of members are entitled to vote thereon as a class, the number of members in each class, the votes of each class voted for and against the amendment, respectively, and the number of members present at the meeting; or that the amendment was adopted by the unanimous written consent of the members without a meeting; and (7) if, pursuant to subsection c. of this section, the amendment is to become effective at a time subsequent to the time of filing, the date when the amendment is to become effective. c. An original and one copy of each certificate of amendment of the certificate of incorporation shall be filed in the office of the Secretary of State and the amendment shall become effective upon the date of filing or at a later time, not to exceed 30 days from the date of filing, as may be set forth in the certificate. The Secretary of State shall forward the copy to the Attorney General.”
• N.J. Stat. § 15A:9-5, accessed October 1, 2026: “15A: 9-5. Restated certificate of incorporation 15A: 9-5. Restated certificate of incorporation a. A corporation may restate and integrate in a single certificate the provisions of its certificate of incorporation as theretofore amended, including any provision effected by a merger or consolidation and any further amendments which may be adopted concurrently with the restated certificate. b. If the proposed restated certificate merely restates and integrates, but does not substantively amend the certificate of incorporation as theretofore amended, it may be adopted by the board. c. If the proposed restated certificate restates and integrates and also substantively amends the certificate of incorporation as theretofore amended, such restated certificate shall be adopted pursuant to the procedure set forth in section 15A:9-2. d. The restated certificate shall recite that it is a restated certificate and shall contain all provisions as are required in an original certificate of incorporation filed at the time the restated certificate is filed except that: (1) It shall state the address of the corporation's then current registered office, and the name of its then current registered agent, and it shall state the number, names and addresses of the trustees constituting its then current board of trustees; (2) It need not include statements as to the incorporator or incorporators or as to the first board of trustees or the first registered office and registered agent; (3) If pursuant to subsection f. of this section, the restated certificate is to become effective subsequent to the time of its filing, it shall state the date when it is to become effective. e. A restated certificate shall be executed on behalf of the corporation, and an original and a copy thereof shall be filed in the office of the Secretary of State. There shall be attached to it and filed therewith a certificate executed on behalf of the corporation and setting forth: (1) The name of the corporation; (2) Whether the corporation has or does not have members; (3) If the restated certificate was adopted by the board and no amendment to the certificate of incorporation is made thereby, the date of adoption by the board; (4) If the restated certificate was adopted by the board and an amendment to the certificate of incorporation is made by the restated certificate, the date of adoption by the board and either the number of trustees of the corporation, the number of trustees voting for and against the restated certificate, respectively, and the number of trustees present at the meeting; or that the amendment was adopted by the unanimous written consent of the trustees without a meeting; or (5) If the restated certificate was adopted by the members, the date of adoption by the members and either the number of members entitled to vote thereon, the number of members voting for and against the adoption, respectively, if any class or classes of members are entitled to vote thereon as a class, the number of members in each class, the votes of each class voted for and against the adoption respectively and the number of members present at the meeting or that the amendment was adopted by the unanimous written consent of the members without a meeting. f. The restated certificate shall become effective upon the date of filing with the Secretary of State or at a later time, not to exceed 30 days from the date of filing, as may be set forth therein. The Secretary of State shall forward the copy to the Attorney General. A restated certificate adopted in the manner prescribed herein, whether by action of the board or by action of the board and the members, shall supersede for all purposes the original certificate of incorporation and all amendments made prior to the adoption of the restated certificate, and the restated certificate may be separately certified as the certificate of incorporation.”
• N.J. Stat. § 15A:5-4, accessed October 1, 2026: “15A: 5-4 Notice of members' meetings. 15A: 5-4 Notice of members' meetings. 15A: 5-4. a. Except as otherwise provided in this act, written notice of the time, place and purposes of every meeting of members shall be given not less than 10 nor more than 60 days before the date of the meeting, either personally or by mail, to each member of record entitled to vote at the meeting. If the board has authorized participation by members by means of remote communication pursuant to N.J.S.15A:5-1, the notice to members shall describe the means of remote communication to be used. b. When a meeting is adjourned to another time or place, it shall not be necessary, unless the bylaws otherwise provide, to give notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken and at the adjourned meeting only business shall be transacted as might have been transacted at the original meeting. If after the adjournment, the board fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each member of record on the new record date entitled to notice under subsection a. of this section.”
• N.J. Stat. § 15A:5-6, accessed October 1, 2026: “15A: 5-6. Action by members without a meeting 15A: 5-6. Action by members without a meeting a. Except as otherwise provided in the certificate of incorporation or bylaws, any action required or permitted to be taken at a meeting of members by this act or the certificate of incorporation or bylaws of a corporation, may be taken without a meeting if all the members entitled to vote thereon consent thereto in writing, except that in the case of any action to be taken pursuant to chapter 10 of this act (merger, consolidation and sale of assets), the action may be taken without a meeting only (1) if all members consent thereto in writing; or (2) if (a) all members entitled to vote thereon consent thereto in writing, (b) the corporation provides to all other members advance notification setting forth the proposed action consented to, (c) the proposed action is not consummated before the expiration of 10 days after the giving of the notice, and (d) the notice sets forth the existence of the 10-day period. b. Except as otherwise provided in the certificate of incorporation or bylaws and subject to the provisions of this subsection, any action required or permitted to be taken at a meeting of members by this act, the certificate of incorporation, or bylaws, other than the annual or biennial election of trustees, may be taken without a meeting upon the written consent of members who would have been entitled to cast the minimum number of votes which would be necessary to authorize the action at a meeting at which all members entitled to vote thereon were present and voting, if (1) the corporation provides to all other members advance notification setting forth the proposed action consented to, (2) the proposed action is not consummated before the expiration of 10 days from the giving of the notice and 20 days from the giving of the notice in the case of any action taken pursuant to chapter 10 of this act, and (3) the notice sets forth the existence of such 10-day period. c. Whenever action is taken pursuant to subsection a. or b. of this section, the written consents of the members consenting thereto or the written report of inspectors appointed to tabulate the consents shall be filed with the minutes of proceedings of members. d. Any action taken pursuant to subsection a. or b. of this section shall have the same effect for all purposes as if the action had been taken at a meeting of the members. e. If any other provision of this act requires the filing of a certificate upon the taking of an action by members, and the action is taken in the manner authorized by subsection a. or b. of this section, the certificate shall state that the action was taken without a meeting pursuant to the written consents of the members and shall set forth the number of votes represented by the consents.”
• N.J. Stat. § 15A:1-7, accessed October 1, 2026: “15A: 1-7. Execution, filing and recording of documents 15A: 1-7. Execution, filing and recording of documents a. If a document relating to a domestic or foreign corporation is required or permitted to be filed in the office of the Secretary of State under this act: (1) The document shall be in the English language, except that the corporate name need not be in the English language if written in English letters or Arabic or Roman numerals, and except that this requirement shall not apply to a certificate of good standing under paragraph (2) of subsection b. of section 15A:2-5, section 15A:2-6 or subsection b. of section 15A:13-4; (2) The filing shall be accomplished by delivering the document to the office of the Secretary of State, together with the fees and any accompanying documents required by law. The Secretary of State shall endorse upon it the word "Filed" with the Secretary's official title and the date of filing thereof, and shall file it in the office of the Secretary of State. If so requested at the time of the delivery of the document, the Secretary of State shall include the time of filing in the endorsement thereon; (3) The transaction in connection with which the document has been filed shall be effective at the time of filing, unless a subsequent effective time is set forth in the document pursuant to any other provision of this act, in which case the transaction shall be effective at the time specified, which shall not be later than 30 days after the date of filing. b. If a document relating to a domestic corporation or a foreign corporation is required or permitted to be filed under this act and is also required by this act to be executed on behalf of the corporation, the document shall be signed by the chairman of the board, or the president or a vice-president. The name of any person so signing the document, and the capacity in which signed, shall be stated beneath or opposite the signature. The document may contain: (1) The corporate seal; (2) An attestation by the secretary or an assistant secretary of the corporation; or (3) An acknowledgment or proof. If the corporation is in the hands of a court-appointed officer, the document shall be signed by that officer or the majority of them, if there are more than one. c. If a document relating to a domestic or foreign corporation was required or permitted to be filed in the office of the Secretary of State under the law in force prior to the effective date of this act and was or is duly executed before or after the effective date of this act, in accordance with that law, to reflect any vote, consent, certification, or action by trustees, officers, or members of a corporation or by any of these persons on behalf of the corporation, duly taken, given or made before the effective date of this act, the document and any annual report by a corporation, so executed, may be filed in the office of the Secretary of State on the effective date of this act, and within 6 months thereafter. d. The Secretary of State shall record all documents, except annual reports, which relate to or in any way affect corporations, and which are required or permitted by law to be filed in the office of the Secretary of State. The recording may be effected by typewritten copy, or by photographic, microphotographic or microfilming process, or in other manner as may be provided by law. The recorded documents shall be kept in a place different from the place where the originals are filed. e. If any instrument filed with the Secretary of State under any provision of this act is an inaccurate record of the corporate action therein referred to, or was defectively or erroneously executed, the instrument may be corrected by filing with the Secretary of State a certificate of correction executed on behalf of the corporation. The certificate of correction shall specify the inaccuracy or defect to be corrected and shall set forth the correction. The instrument as corrected shall be deemed to have been effective in its corrected form as of its original filing date, but as to persons who relied upon the inaccurate portion of the certificate and who are adversely affected by the correction, the correction shall be effective as of the effective date of filing the certificate of correction.”
• N.J. Stat. § 15A:5-12, accessed October 1, 2026: “15A: 5-12. Greater or lesser voting requirements 15A: 5-12. Greater or lesser voting requirements a. Whenever any action is to be authorized by the members of a corporation and the certificate of incorporation or the bylaws require the affirmative vote of a greater proportion of the votes cast by the members entitled to vote thereon, or by the members of any class or series thereof than is required by this act with respect to the action, the provisions of the certificate of incorporation or bylaws shall control. b. Whenever any action is to be authorized by two-thirds of the votes cast by members of a corporation pursuant to this act, and the certificate of incorporation provides for the affirmative vote of a lesser proportion of the votes cast by the members entitled to vote thereon, or by the members of any class of members, but not less than a majority thereof than is required by this act with respect to the action, the provisions of the certificate of incorporation shall control. Any provision for lesser voting requirements may be set forth in the bylaws, and the requirements shall control, if the certificate of incorporation provides that the lesser voting requirements may be set forth in the bylaws. c. An amendment of the certificate of incorporation or bylaws which changes or deletes greater or lesser voting provisions shall be authorized by the same vote as would be required to take action under that provision. d. Any action required to be authorized by a vote of the members greater than a majority shall be rescinded or modified only by a like vote.”
• N.J. Stat. § 15A:15-1, accessed October 1, 2026: “15A: 15-1 Filing fees of the State Treasurer. 15A: 15-1 Filing fees of the State Treasurer. 15A: 15-1. Filing Fees of the State Treasurer. On filing any certificate or other papers relative to corporations in the Department of the Treasury, there shall be paid to the State Treasurer filing fees as follows: a. Certificate of incorporation and amendments thereto: (1) for filing the original certificate of incorporation...... $50.00. (2) for filing a certificate of amendment of the certificate of incorporation including any number of amendments...... $75.00. (3) for filing a certificate of abandonment of one or more amendments of the certificate of incorporation...... $75.00. (4) for filing a certificate of merger or a certificate of consolidation...... $75.00. (5) for filing a certificate of abandonment of a merger or consolidation...... $75.00. b. Restated certificate of incorporation: for filing a restated certificate of incorporation including any amendments of the certificate of incorporation concurrently adopted...... $75.00. c. Dissolution of corporation: (1) for filing a certificate of dissolution...... $75.00. (2) for filing a certificate of revocation of dissolution proceedings...... $75.00. d. Admission and withdrawal of foreign corporation: (1) for filing an application for a certificate of authority to conduct activities in this State and issuing a certificate of authority...... $100.00. (2) for filing an application for an amended certificate of authority to conduct activities in this State and issuing an amended certificate of authority...... $75.00. (3) for filing an application for withdrawal from this State and issuing a certificate of withdrawal...... $75.00. (4) for filing a certificate of change of post office address to which process may be mailed by the State Treasurer...... $25.00. (5) for filing a certificate, order, or decree with respect to the dissolution of a foreign corporation, the termination of its existence, or the cancellation of its authority, and issuing a certificate of withdrawal...... $75.00. e. Registered office and registered agent: (1) for filing a certificate of change of address of registered office, or change of registered agent, or both...... $25.00. (2) for filing a certificate of change of address of registered agent where such certificate effects a change in the address of the registered office of one or more corporations, for each corporation named in the certificate...... $25.00. (3) for filing an affidavit of resignation of a registered agent...... $25.00. f. Annual report: for each such report required to be filed ...... $30.00. g. Reinstatement filing assessment: payment of a reinstatement filing assessment...... $75.00. amended 1987, c.435, s.12; 1997, c.138, s.3; 2002, c.34, s.23; 2019, c.149, s.5; 2026, c.24, s.2....”