State Codes and Statutes

Statutes > New-jersey > Title-14a > Section-14a-5 > 14a-5-2

14A:5-2.  Annual meeting of shareholders
    An annual meeting of the shareholders shall be held at such time as may be provided in the by-laws, or as may be fixed by the board pursuant to authority granted in the by-laws, and, in the absence of such a provision, at noon on the  first Tuesday of April.  Failure to hold the annual meeting at the designated  time, or to elect a sufficient number of directors at such meeting or any  adjournment thereof, shall not affect otherwise valid corporate acts or work a  forfeiture or dissolution of the corporation.  If the annual meeting for  election of directors is not held on the date designated therefor, the  directors shall cause the meeting to be held as soon thereafter as convenient.   If there is a failure to hold an annual meeting for a period of 30 days after  the date designated therefor, or if no date has been designated for a period of  13 months after the organization of the corporation or after its last annual  meeting, the Superior Court may, upon the application of any shareholder,  summarily order the meeting or the election, or both, to be held at such time  and place, upon such notice and for the transaction of such business as may be designated in such order.  At any meeting ordered to be called pursuant to this  section, the shareholders present in person or by proxy and having voting  powers shall constitute a quorum for the transaction of the business designated  in such order.

     L.1968, c.350; amended by L.1969, c. 102, s. 4.
14A:5-3.  Call of special meeting of shareholders
 
Special meetings of the shareholders may be called by the president or the board, or by such other officers, directors or shareholders as may be provided in the by-laws.  Notwithstanding any such provision, upon the application of the holder or holders of not less than 10% of all the shares entitled to vote at a meeting, the Superior Court, in an action in which the court may proceed in a summary manner, for good cause shown, may order a special meeting of the shareholders to be called and held at such time and place, upon such notice and for the transaction of such business as may be designated in such order.  At any meeting ordered to be called pursuant to this section, the shareholders present in person or by proxy and having voting powers shall constitute a quorum for the transaction of the business designated in such order.
 
L.1968,c.350.