Corporate Bylaws - New Jersey

BYLAWS OF [____________________], a New Jersey corporation

A for-profit corporation organized under the New Jersey Business Corporation Act, N.J.S.A. 14A:1-1 et seq. (the "Act").

Effective Date: [__/__/____]

TABLE OF CONTENTS

1. Article I — Offices and Registered Agent
2. Article II — Shareholders
3. Article III — Board of Directors
4. Article IV — Committees
5. Article V — Officers
6. Article VI — Shares and Transfers
7. Article VII — Indemnification of Corporate Agents
8. Article VIII — Distributions and Dividends
9. Article IX — Records and Reports
10. Article X — Corporate Seal, Fiscal Year, and General Provisions
11. Article XI — Amendment of By-Laws
12. Article XII — Emergency By-Laws
13. Certification / Secretary's Adoption Block
14. Sources and References

ARTICLE I — OFFICES AND REGISTERED AGENT

Section 1.1 Principal Office. The principal office of the corporation shall be located at [____________________], or at such other place as the Board of Directors (the "Board") may from time to time determine. The corporation may also have offices at such other places, within or without the State of New Jersey, as the Board may designate or the business of the corporation may require.

Section 1.2 Registered Office and Registered Agent. Pursuant to N.J.S.A. 14A:4-1, the corporation shall continuously maintain a registered office in New Jersey and a registered agent having a business office identical with the registered office. The registered agent is [____________________], whose registered office address is [____________________]. The corporation may change its registered office or registered agent from time to time by filing the appropriate statement with the New Jersey Division of Revenue and Enterprise Services, as provided in N.J.S.A. 14A:4-3.

ARTICLE II — SHAREHOLDERS

Section 2.1 Place of Meetings. Pursuant to N.J.S.A. 14A:5-1, meetings of shareholders may be held at such place, within or without the State of New Jersey, as may be fixed by or in the manner provided in these By-Laws. If no place is fixed, meetings shall be held at the registered office of the corporation. The Board may, in its discretion and to the extent permitted by the Act, determine that a meeting not be held at any place but instead be held solely by means of remote communication.

Section 2.2 Annual Meeting. Pursuant to N.J.S.A. 14A:5-2, the corporation shall hold an annual meeting of shareholders for the election of directors and the transaction of such other business as may properly come before the meeting, on [____________________], or on such other date and at such time as the Board may fix. Failure to hold the annual meeting at the designated time does not affect the validity of any corporate action.

Section 2.3 Special Meetings. Pursuant to N.J.S.A. 14A:5-3, special meetings of shareholders may be called by the President or the Board, and shall be called by the President or Secretary upon the written request of the holders or such other persons as may be authorized by the Certificate of Incorporation or these By-Laws. Upon proper request, it is the duty of the President or Secretary to fix the date of the meeting, to be held not more than sixty (60) days after receipt of the request, and to give due notice thereof. Only business within the purpose(s) described in the meeting notice may be conducted at a special meeting.

Section 2.4 Notice of Meetings. Pursuant to N.J.S.A. 14A:5-4, written notice of the time, place (if any), and purpose(s) of every meeting of shareholders shall be given not fewer than ten (10) nor more than sixty (60) days before the meeting to each shareholder of record entitled to vote at the meeting. When a meeting is adjourned to another time or place, notice of the adjourned meeting need not be given if announced at the meeting at which the adjournment is taken, except as the Act otherwise requires. Notice by electronic transmission may be given to the extent permitted by N.J.S.A. 14A:1-8 and 14A:1-8.1 and consented to by the shareholder.

Section 2.5 Waiver of Notice. Pursuant to N.J.S.A. 14A:5-5, notice of a meeting need not be given to any shareholder who signs a waiver of notice, whether before or after the meeting. The attendance of a shareholder at a meeting without protesting, prior to the conclusion of the meeting, the lack of notice constitutes a waiver of notice by that shareholder.

Section 2.6 Fixing Record Date. Pursuant to N.J.S.A. 14A:5-7, the Board may fix, in advance, a record date not more than sixty (60) days before the date of a meeting of shareholders, or before the date for the payment of any distribution, or before the date for any other action, as the record date for determining the shareholders entitled to notice of or to vote at the meeting, to receive the distribution, or to take such other action. If no record date is fixed, the record date is determined as provided in the Act.

Section 2.7 Voting List. Pursuant to N.J.S.A. 14A:5-8, the officer or agent having charge of the stock transfer books shall make and certify a complete list of the shareholders entitled to vote at a shareholders' meeting, arranged as required by that section, and shall produce the list at the meeting.

Section 2.8 Quorum. Pursuant to N.J.S.A. 14A:5-9, unless otherwise provided in the Certificate of Incorporation, the holders of shares entitled to cast a majority of the votes at a meeting shall constitute a quorum at the meeting. The shareholders present in person or by proxy at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. Less than a quorum may adjourn the meeting.

Section 2.9 Voting of Shares. Pursuant to N.J.S.A. 14A:5-10, unless otherwise provided in the Certificate of Incorporation, every shareholder of record has one (1) vote for each share standing in the shareholder's name on the books of the corporation. Pursuant to N.J.S.A. 14A:5-11, whenever any corporate action (other than the election of directors) is to be taken by vote of the shareholders, it shall be authorized by a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon, unless a greater plurality is required by the Certificate of Incorporation or the Act.

Section 2.10 Greater Voting Requirements. Pursuant to N.J.S.A. 14A:5-12, the Certificate of Incorporation may provide for greater voting requirements, and these By-Laws may be subject to such requirements, in the manner permitted by that section.

Section 2.11 Proxies. Pursuant to N.J.S.A. 14A:5-19, every shareholder entitled to vote at a meeting of shareholders, or to express consent without a meeting, may authorize another person or persons to act for the shareholder by proxy. No proxy is valid after eleven (11) months from its date unless it provides otherwise. A duly executed proxy is irrevocable only if it states that it is irrevocable and only as long as it is coupled with an interest sufficient in law to support an irrevocable power, as provided in that section.

Section 2.12 Election of Directors; Cumulative Voting. Pursuant to N.J.S.A. 14A:5-24, directors are elected by a plurality of the votes cast at the election, except to the extent the Certificate of Incorporation provides for cumulative voting.

Section 2.13 Action by Shareholders Without a Meeting. Pursuant to N.J.S.A. 14A:5-6, any action required or permitted to be taken at a meeting of shareholders by the Act or the Certificate of Incorporation may be taken without a meeting if all the shareholders entitled to vote thereon consent in writing to the action. In addition, except as otherwise provided in the Certificate of Incorporation and subject to the requirements and limitations of N.J.S.A. 14A:5-6, action (other than the annual election of directors) may be taken on the written consent of shareholders who would have been entitled to cast the minimum number of votes necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting, provided that prompt notice is given to non-consenting shareholders as required by that section.

ARTICLE III — BOARD OF DIRECTORS

Section 3.1 General Powers. Pursuant to N.J.S.A. 14A:6-1, the business and affairs of the corporation shall be managed by or under the direction of its Board, except as otherwise provided in the Act or the Certificate of Incorporation.

Section 3.2 Number. Pursuant to N.J.S.A. 14A:6-2, the Board shall consist of one (1) or more directors, the number to be fixed as [____] director(s) by or in the manner provided in these By-Laws (or, if not so fixed, the number stated in the Certificate of Incorporation). Directors need not be residents of New Jersey or shareholders of the corporation unless the Certificate of Incorporation or these By-Laws so require.

Section 3.3 Term and Resignation. Pursuant to N.J.S.A. 14A:6-3, directors are elected to hold office until the next succeeding annual meeting and until their successors are elected and qualified, subject to earlier resignation, removal, or death. A director may resign at any time upon written notice to the corporation; the resignation is effective upon delivery unless it specifies a later effective time.

Section 3.4 Classification. Pursuant to N.J.S.A. 14A:6-4, the Certificate of Incorporation or these By-Laws (to the extent permitted) may provide for the classification of directors into one, two, or three classes with staggered terms.

Section 3.5 Vacancies and Newly Created Directorships. Pursuant to N.J.S.A. 14A:6-5, unless otherwise provided in the Certificate of Incorporation, any directorship not filled at the annual meeting, any vacancy, however caused, and any newly created directorship resulting from an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining directors even though less than a quorum, or by the sole remaining director.

Section 3.6 Removal of Directors. Pursuant to N.J.S.A. 14A:6-6, one or more or all of the directors may be removed for cause or, unless otherwise provided in the Certificate of Incorporation, without cause, by the shareholders by the vote required by that section. Where the Certificate of Incorporation provides for cumulative voting, the limitations of N.J.S.A. 14A:6-6 on removal apply.

Section 3.7 Place and Notice of Meetings. Pursuant to N.J.S.A. 14A:6-10, meetings of the Board may be held at such place, within or without the State of New Jersey, as the Board may from time to time determine or as is set forth in the notice of the meeting. Notice of regular and special meetings shall be given to each director in the manner and within the time provided in these By-Laws. A director's attendance at or participation in a meeting waives any required notice unless the director, at the beginning of the meeting (or promptly upon arrival), objects to holding the meeting or to the transaction of business and does not thereafter vote for or assent to action taken at the meeting.

Section 3.8 Quorum; Voting; Telephonic Participation; Action Without Meeting. Pursuant to N.J.S.A. 14A:6-7.1:

(a) Quorum and Voting. A majority of the entire Board, or of any committee, constitutes a quorum for the transaction of business, unless the Certificate of Incorporation or these By-Laws provide that a greater or (subject to the statutory minimum) lesser number constitutes a quorum. The act of a majority of the directors present at a meeting at which a quorum is present is the act of the Board, unless a greater number is required by the Act, the Certificate of Incorporation, or these By-Laws.

(b) Telephonic Participation. Unless the Certificate of Incorporation or these By-Laws provide otherwise, any or all directors may participate in a meeting of the Board or a committee by means of conference telephone or any means of communication by which all persons participating in the meeting are able to hear each other, and such participation constitutes presence in person at the meeting.

(c) Action Without Meeting. Unless the Certificate of Incorporation or these By-Laws provide otherwise, any action required or permitted to be taken at a meeting of the Board or a committee may be taken without a meeting if all members of the Board or committee consent in writing to the action, and the written consents are filed with the minutes of the proceedings of the Board or committee.

Section 3.9 Director Conflicts of Interest. Pursuant to N.J.S.A. 14A:6-8, a transaction in which a director has an interest is not void or voidable solely for that reason, or solely because the interested director is present at or participates in the meeting that authorizes the transaction, if the conditions of that section (disclosure and approval by disinterested directors or shareholders, or fairness to the corporation) are satisfied.

Section 3.10 Reliance; Standard of Conduct. Pursuant to N.J.S.A. 14A:6-14, a director is fully protected in relying in good faith upon the records of the corporation and upon such information, opinions, reports, or statements presented to the corporation by officers, employees, committees, or other persons as to matters the director reasonably believes to be within their professional or expert competence. The liability of directors is governed by N.J.S.A. 14A:6-12 and the other applicable provisions of the Act.

Section 3.11 Compensation. The Board may fix the compensation of directors and may provide for reimbursement of reasonable expenses incurred in the performance of their duties, as permitted by the Act and the Certificate of Incorporation.

ARTICLE IV — COMMITTEES

Section 4.1 Executive and Other Committees. Pursuant to N.J.S.A. 14A:6-9, if the Certificate of Incorporation or these By-Laws so provide, the Board, by resolution adopted by a majority of the entire Board, may appoint from among its members an executive committee and one or more other committees, each consisting of one or more directors, and may delegate to any such committee such authority of the Board as it determines, to the extent permitted by that section.

Section 4.2 Limitations. No committee may exercise any authority that N.J.S.A. 14A:6-9 reserves to the full Board, including making, altering, or repealing any By-Law; electing or appointing any director, or removing any officer or director; amending or repealing any resolution of the Board that by its terms is amendable or repealable only by the Board; or taking action on matters committed by the By-Laws or resolution of the Board to another committee.

Section 4.3 Procedures. Each committee shall keep regular minutes of its proceedings and report to the Board as required. The provisions of N.J.S.A. 14A:6-7.1 governing quorum, voting, telephonic participation, and action without a meeting apply to committees and their members.

ARTICLE V — OFFICERS

Section 5.1 Officers. Pursuant to N.J.S.A. 14A:6-15, the corporation shall have a President, a Secretary, and a Treasurer, and may have a Chairperson of the Board, one or more Vice Presidents, and such other officers and assistant officers and agents as the Board deems necessary. Officers shall be elected or appointed by the Board, except that the Board may authorize any duly elected officer to appoint one or more other officers or assistant officers. Any two or more offices may be held by the same person, but no officer may execute, acknowledge, or verify an instrument in more than one capacity if the instrument is required by law to be executed, acknowledged, or verified by two or more officers.

Section 5.2 Term; Removal; Resignation; Vacancies. Pursuant to N.J.S.A. 14A:6-16, each officer holds office until a successor is elected or appointed and qualified, subject to earlier resignation or removal. Any officer elected or appointed by the Board may be removed by the Board with or without cause. An officer may resign by delivering written notice to the corporation, effective upon delivery unless a later time is specified. A vacancy in any office may be filled by the Board.

Section 5.3 President. The President is the chief executive officer of the corporation (unless the Board designates another officer as chief executive officer) and, subject to the Board, has general supervision of the business and affairs of the corporation. The President shall preside at meetings of the shareholders and of the Board in the absence of a Chairperson of the Board, and shall perform such other duties as the Board may assign.

Section 5.4 Secretary. The Secretary shall keep the minutes of meetings of the shareholders and the Board, give all notices required by the Act or these By-Laws, maintain the stock transfer books and other corporate records, have custody of the corporate seal (if any), and perform such other duties as the Board or the President may assign.

Section 5.5 Treasurer. The Treasurer shall have charge and custody of, and be responsible for, the funds and securities of the corporation, shall keep full and accurate accounts of receipts and disbursements, shall deposit corporate funds in depositories selected by the Board, and shall perform such other duties as the Board or the President may assign.

ARTICLE VI — SHARES AND TRANSFERS

Section 6.1 Certificates Representing Shares. Pursuant to N.J.S.A. 14A:7-11, the shares of the corporation shall be represented by certificates unless the Board provides by resolution that some or all of any class or series of shares be uncertificated. Each certificate shall be signed by, or in the name of the corporation by, the officers designated by the Board (signatures may be facsimile) and may bear the corporate seal. Each certificate shall state the matters required by N.J.S.A. 14A:7-11, including the name of the corporation, that it is organized under the laws of New Jersey, the name of the registered holder, and the number and class (and series, if any) of shares represented.

Section 6.2 Uncertificated Shares. For shares that are uncertificated, within a reasonable time after issuance or transfer the corporation shall send the registered holder a written statement of the information required by the Act to be stated on certificates.

Section 6.3 Transfer of Shares; Restrictions on Transfer. Pursuant to N.J.S.A. 14A:7-12, transfers of shares shall be made on the books of the corporation only by the registered holder or by a duly authorized attorney, upon surrender of any certificate (if certificated) properly endorsed for transfer. The corporation may impose restrictions on the transfer or registration of transfer of shares to the extent permitted by that section, enforceable against a holder or transferee with notice of the restriction.

Section 6.4 Lost, Destroyed, or Stolen Certificates. The Board may direct the issuance of a new certificate (or uncertificated shares) in place of any certificate alleged to have been lost, destroyed, or wrongfully taken, upon receipt of satisfactory evidence of the loss and, if the Board requires, a bond sufficient to indemnify the corporation.

ARTICLE VII — INDEMNIFICATION OF CORPORATE AGENTS

Section 7.1 Definitions. As used in this Article, "Corporate Agent," "Other Enterprise," "Expenses," "Liabilities," and "Proceeding" have the meanings given in N.J.S.A. 14A:3-5(1).

Section 7.2 Third-Party Proceedings. Pursuant to N.J.S.A. 14A:3-5(2), the corporation shall (to the fullest extent of the statutory power, and subject to Section 7.8) indemnify a Corporate Agent against Expenses and Liabilities in connection with any Proceeding (other than a proceeding by or in the right of the corporation) involving the Corporate Agent by reason of being or having been such a Corporate Agent, if: (a) the Corporate Agent acted in good faith and in a manner the Corporate Agent reasonably believed to be in or not opposed to the best interests of the corporation; and (b) with respect to any criminal proceeding, the Corporate Agent had no reasonable cause to believe the conduct was unlawful. The termination of a proceeding by judgment, order, settlement, conviction, or plea of nolo contendere does not, of itself, create a presumption that the Corporate Agent did not meet the applicable standards of conduct.

Section 7.3 Derivative Proceedings. Pursuant to N.J.S.A. 14A:3-5(3), the corporation shall (to the fullest extent of the statutory power, and subject to Section 7.8) indemnify a Corporate Agent against Expenses in connection with any Proceeding by or in the right of the corporation that involves the Corporate Agent by reason of being or having been such a Corporate Agent, if the Corporate Agent acted in good faith and in a manner the Corporate Agent reasonably believed to be in or not opposed to the best interests of the corporation. No indemnification shall be provided in respect of any claim, issue, or matter as to which the Corporate Agent has been adjudged liable to the corporation, unless and to the extent that the Superior Court or the court in which the proceeding was brought determines that, despite the adjudication of liability but in view of all the circumstances, the Corporate Agent is fairly and reasonably entitled to indemnity for such Expenses as the court deems proper.

Section 7.4 Mandatory Indemnification. Pursuant to N.J.S.A. 14A:3-5(4), the corporation shall indemnify a Corporate Agent against Expenses to the extent that the Corporate Agent has been successful on the merits or otherwise in any Proceeding referred to in Sections 7.2 and 7.3, or in defense of any claim, issue, or matter therein.

Section 7.5 Determination of Entitlement. Pursuant to N.J.S.A. 14A:3-5(5), any indemnification under Section 7.2 and, unless ordered by a court, under Section 7.3, may be made by the corporation only as authorized in a specific case upon a determination that indemnification is proper because the Corporate Agent met the applicable standard of conduct. Unless otherwise provided in the Certificate of Incorporation or these By-Laws, that determination shall be made: (a) by the Board or a committee thereof, acting by a majority vote of a quorum consisting of directors who were not parties to or otherwise involved in the proceeding; (b) if such a quorum is not obtainable, or even if obtainable and a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or (c) by the shareholders, if the Certificate of Incorporation, these By-Laws, or a resolution of the Board or shareholders so directs.

Section 7.6 Advancement of Expenses. Pursuant to N.J.S.A. 14A:3-5(6), Expenses incurred by a Corporate Agent in connection with a Proceeding may be paid by the corporation in advance of the final disposition of the proceeding upon receipt of an undertaking by or on behalf of the Corporate Agent to repay such amount if it is ultimately determined that the Corporate Agent is not entitled to be indemnified under this Article and the Act.

Section 7.7 Court-Ordered Indemnification. Pursuant to N.J.S.A. 14A:3-5(7), if the corporation fails or refuses to indemnify a Corporate Agent as required or permitted by this Article, the Corporate Agent may apply to a court for an award of indemnification, and the court may award indemnification and allow reasonable Expenses to the extent authorized by, and subject to, that section.

Section 7.8 Non-Exclusivity; Statutory Limitation. Pursuant to N.J.S.A. 14A:3-5(8), the indemnification and advancement of Expenses provided by this Article are not exclusive of any other rights to which a Corporate Agent may be entitled under the Certificate of Incorporation, a By-Law, an agreement, a vote of shareholders, or otherwise; provided that no indemnification shall be made to or on behalf of a Corporate Agent if a judgment or other final adjudication adverse to the Corporate Agent establishes that the acts or omissions (a) were in breach of the duty of loyalty to the corporation or its shareholders as defined in N.J.S.A. 14A:2-7(3), (b) were not in good faith or involved a knowing violation of law, or (c) resulted in receipt by the Corporate Agent of an improper personal benefit.

Section 7.9 Insurance. Pursuant to N.J.S.A. 14A:3-5(9), the corporation may purchase and maintain insurance on behalf of any Corporate Agent against any Expenses incurred in any Proceeding and any Liabilities asserted against the Corporate Agent by reason of being or having been a Corporate Agent, whether or not the corporation would have the power to indemnify the Corporate Agent against such Expenses and Liabilities under N.J.S.A. 14A:3-5.

Section 7.10 Continuation; Non-Impairment. Pursuant to N.J.S.A. 14A:3-5(13), a right to indemnification or to advancement of Expenses in favor of an officer or director under the Certificate of Incorporation or these By-Laws shall not be eliminated or impaired by an amendment after the occurrence of the act or omission that is the subject of the Proceeding, unless the provision in effect at the time of the act or omission explicitly authorizes such elimination or impairment after the act or omission has occurred. The powers granted by N.J.S.A. 14A:3-5 may be exercised regardless of the absence of any provision in the Certificate of Incorporation or these By-Laws.

ARTICLE VIII — DISTRIBUTIONS AND DIVIDENDS

Section 8.1 Authority to Pay Dividends. Pursuant to N.J.S.A. 14A:7-15, the Board may authorize, and the corporation may make, distributions (including dividends) to its shareholders, subject to any restriction in the Certificate of Incorporation and to the limitations of N.J.S.A. 14A:7-14.1.

Section 8.2 Limitations on Distributions. Pursuant to N.J.S.A. 14A:7-14.1, no distribution may be made if, after giving it effect, (a) the corporation would be unable to pay its debts as they become due in the usual course of its business, or (b) the corporation's total assets would be less than its total liabilities (subject to the measurement, valuation, and other rules of that section). Distributions in the nature of a liquidating distribution are governed by the applicable provisions of the Act.

Section 8.3 Record Date for Distributions. The Board may fix a record date for determining shareholders entitled to a distribution as provided in N.J.S.A. 14A:5-7. If no record date is fixed, the record date is determined as provided in the Act.

ARTICLE IX — RECORDS AND REPORTS

Section 9.1 Books and Records. Pursuant to N.J.S.A. 14A:5-28, the corporation shall keep books and records of account and minutes of the proceedings of its shareholders, Board, and executive committee (if any), and shall keep at its registered office or principal place of business (or at the office of its transfer agent) a record of its shareholders, giving the names and addresses of all shareholders and the number, class, and series of shares held by each.

Section 9.2 Inspection. Pursuant to N.J.S.A. 14A:5-28, any person who has been a shareholder of record for at least six (6) months immediately preceding the demand, or who holds at least five percent (5%) of the outstanding shares of any class or series, upon at least five (5) days' written demand, has the right to examine in person or by agent, for any proper purpose, the corporation's books and records of account, minutes, and record of shareholders, and to make copies or extracts therefrom, subject to the conditions and limitations of that section.

Section 9.3 Annual Report. The corporation shall file the annual report required by N.J.S.A. 14A:4-5 with the New Jersey Division of Revenue and Enterprise Services and shall maintain a copy with its corporate records.

ARTICLE X — CORPORATE SEAL, FISCAL YEAR, AND GENERAL PROVISIONS

Section 10.1 Corporate Seal. The corporation may, but need not, have a corporate seal in such form as the Board may determine. The use or nonuse of a corporate seal does not affect the validity of any instrument.

Section 10.2 Fiscal Year. The fiscal year of the corporation shall end on [____________________] of each year, or on such other date as the Board may determine by resolution.

Section 10.3 Form of Records. The corporation may maintain its records in any form (including electronic form) capable of conversion into clearly legible paper form within a reasonable time, consistent with the Act.

Section 10.4 Exclusive Forum (Optional). Pursuant to N.J.S.A. 14A:2-9(5), the corporation may provide in these By-Laws that the federal and State courts in New Jersey shall be the sole and exclusive forum for any internal corporate claim, including any derivative action, any action asserting a breach of fiduciary duty owed by a director or officer (or former director or officer), any action arising under the Act or the Certificate of Incorporation or these By-Laws, and any other claim governed by the internal affairs doctrine. The corporation [☐ adopts / ☐ does not adopt] the exclusive-forum requirement described above, effective as provided in N.J.S.A. 14A:2-9(5).

Section 10.5 Conflict; Severability. In the event of any conflict between these By-Laws and the Certificate of Incorporation or the Act, the Certificate of Incorporation or the Act, as applicable, shall control. If any provision of these By-Laws is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

ARTICLE XI — AMENDMENT OF BY-LAWS

Section 11.1 Power to Amend. Pursuant to N.J.S.A. 14A:2-9, the initial By-Laws of the corporation are adopted by the Board at its organization meeting. Thereafter, the Board has the power to make, alter, and repeal By-Laws unless that power is reserved to the shareholders in the Certificate of Incorporation; but By-Laws made by the Board may be altered or repealed, and new By-Laws made, by the shareholders.

Section 11.2 Shareholder-Protected By-Laws. As provided in N.J.S.A. 14A:2-9, the shareholders may prescribe in the By-Laws that any By-Law made by them shall not be altered or repealed by the Board. The initial By-Laws adopted by the Board at its organization meeting are deemed to have been adopted by the shareholders for purposes of the Act.

Section 11.3 Limitations. No By-Law amendment may be inconsistent with law or the Certificate of Incorporation.

ARTICLE XII — EMERGENCY BY-LAWS

Section 12.1 Emergency By-Laws and Powers. Pursuant to N.J.S.A. 14A:2-10, the Board may adopt emergency By-Laws, subject to repeal or change by action of the shareholders, that are operative during any emergency resulting from an attack on the United States, a nuclear or atomic disaster, or another catastrophic event that makes it impracticable to conduct the corporation's business by its regular procedures. The emergency By-Laws may make provisions for procedures for calling Board meetings, quorum requirements, the designation of additional or substitute directors, lines of succession of officers, and the relocation of the principal office or designation of alternative offices.

Section 12.2 Effect; Liability. All provisions of these regular By-Laws consistent with the emergency By-Laws remain effective during the emergency, and the emergency By-Laws are not effective after the emergency ends. Corporate action taken in good faith in accordance with the emergency By-Laws binds the corporation and may not be used to impose liability on any director, officer, employee, or agent, as provided in N.J.S.A. 14A:2-10.

CERTIFICATION / SECRETARY'S ADOPTION BLOCK

The undersigned, being the duly elected and acting Secretary of [____________________], a New Jersey corporation, hereby certifies that the foregoing By-Laws were duly adopted as the By-Laws of the corporation by [the Board of Directors at its organization meeting / the shareholders] pursuant to N.J.S.A. 14A:2-9 (and, as applicable, N.J.S.A. 14A:2-8) on [__/__/____], and that such By-Laws have not been amended or repealed and remain in full force and effect as of the date set forth below.

Dated: [__/__/____]

____________________________________
[____________________], Secretary

SOURCES AND REFERENCES

• New Jersey Business Corporation Act, N.J.S.A. Title 14A — https://law.justia.com/codes/new-jersey/title-14a/
• N.J.S.A. 14A:2-7 (certificate of incorporation; duty of loyalty referenced in indemnification limit); 14A:2-8 (organization meeting); 14A:2-9 (by-laws; making and altering; exclusive-forum provisions); 14A:2-10 (by-laws and other powers in emergency)
• N.J.S.A. 14A:3-1 (general powers); 14A:3-5 (indemnification of directors, officers and employees — defined term "corporate agent"; subsections (1)–(13))
• N.J.S.A. 14A:4-1 to 4-3 (registered office and registered agent; change); 14A:4-5 (annual report)
• N.J.S.A. 14A:5-1 (place of meetings); 5-2 (annual meeting); 5-3 (special meetings); 5-4 (notice); 5-5 (waiver); 5-6 (action without a meeting); 5-7 (record date); 5-8 (voting list); 5-9 (quorum); 5-10 (voting of shares); 5-11 (votes required); 5-12 (greater voting requirements); 5-19 (proxies); 5-24 (election of directors; cumulative voting); 5-28 (books and records; inspection)
• N.J.S.A. 14A:6-1 (board of directors); 6-2 (number); 6-3 (term; resignation); 6-4 (classification); 6-5 (vacancies); 6-6 (removal); 6-7.1 (voting; quorum; telephonic participation; action without meeting); 6-8 (director conflicts of interest); 6-9 (executive and other committees); 6-10 (place and notice of directors' meetings); 6-12 (liability of directors); 6-14 (reliance on records and reports); 6-15 (officers); 6-16 (removal, resignation, vacancies of officers)
• N.J.S.A. 14A:7-11 (certificates representing shares); 7-12 (transfer and restrictions on transfer); 7-14.1 (limitations on distributions); 7-15 (authority to pay dividends)