Nonprofit Corporation Board Meeting, Notice, Quorum, and Director Proxy Rules in New Jersey

At a glance

Requirements one by one

Ordinary board meetings and notice

Section 15A:6-10(a) allows the board to meet inside or outside New Jersey unless the certificate or bylaws provide otherwise. Subsection (b) leaves regular and special board notice to the bylaws: a regular meeting may be held with or without notice as prescribed there, while a special meeting is held upon bylaw notice. Neither the business nor purpose need appear in the notice or waiver unless the bylaws require it. The governing documents should also be checked for who calls an ordinary meeting.

Under § 15A:6-10(c), any or all trustees may participate by conference telephone or another means through which everyone participating can hear one another, unless the certificate or bylaws provide otherwise. The subsection authorizes participation; it does not add a separate sentence deeming the remote trustee present in person.

Quorum and action

Section 15A:6-7(a) sets the ordinary quorum at a majority of the entire board. The certificate or bylaws may change it, but not below the greater of two trustees or one-third of that board. Under subsection (b), a majority present at a quorate meeting acts unless Title 15A, the certificate, or bylaws require more. The same subsection requires a like vote to rescind or modify an action that originally required more than a majority. It states the board vote by trustees present, without a separate trustee-proxy procedure.

What trips people up

Section 15A:5-18(a) authorizes a member to appoint a proxy for member voting or consent. That member rule should not be applied to a trustee's board vote under § 15A:6-7(b).

A signed notice waiver may be given before or after the board meeting under § 15A:6-10(b). Attendance also waives notice unless the trustee protests lack of notice before the meeting concludes. An announced adjournment needs no new notice if its time and place were fixed at the meeting and the adjournment is no more than ten days.

Section 15A:6-13 concerns a presumption of concurrence for liability, not an added approval vote. For a trustee present when a matter under § 15A:6-12 is acted on, it allows a dissent entered in the minutes or filed with the meeting secretary before or promptly after adjournment; a favorable voter cannot use that dissent. It also gives an absent trustee a route to file a dissent with the corporate secretary within a reasonable time after learning of an action.

Common questions

Does the first board's organizational meeting follow ordinary bylaw notice? Section 15A:2-9 separately requires a majority of named trustees to call it after the certificate becomes effective and mail each named trustee at least five days' notice stating time and place.

Must a special board meeting notice state the purpose? Not ordinarily. Section 15A:6-10(b) makes purpose unnecessary unless the bylaws require it.

Statutes and sources

• N.J.S.A. § 15A:2-9, current official unannotated text accessed September 30, 2026.
• N.J.S.A. § 15A:5-18, current official unannotated text accessed September 30, 2026.
• N.J.S.A. § 15A:6-7, current official unannotated text accessed September 30, 2026.
• N.J.S.A. § 15A:6-10, current official unannotated text accessed September 30, 2026.
• N.J.S.A. § 15A:6-13, current official unannotated text accessed September 30, 2026.