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Free New Jersey Corporate Bylaws Template

Corporate bylaws are the internal rules your New Jersey corporation runs on, and the state lets them do something most others forbid. Document Genius walks you through each section and has yours ready to download in minutes.

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What Are Corporate Bylaws in New Jersey?

Corporate bylaws are the internal rules a New Jersey corporation adopts to govern itself. Section 14A:2-9 of the Business Corporation Act covers them, under the heading by-laws, making and altering.

Watch the vocabulary while you draft. New Jersey corporate bylaws answer to the certificate of incorporation rather than to articles, and the statute hyphenates by-laws throughout.

New Jersey Requirements for Corporate Bylaws

Four subsections, and the last one is where the state departs from its neighbours.

The Board Adopts, at the Organization Meeting

Subsection (1) has the board adopt the initial by-laws at its organization meeting. Afterwards the board keeps the power to make, alter, and repeal them, unless that power is reserved to the shareholders in the certificate of incorporation.

Shareholders Can Override, and Entrench

The same subsection cuts both ways. By-laws made by the board may be altered or repealed, and new ones made, by the shareholders. Shareholders may also prescribe in the by-laws that any by-law they made shall not be altered or repealed by the board.

Board By-Laws Count as Shareholder By-Laws

Subsection (2) adds a deeming rule. The Act treats initial by-laws that the board adopts at its organization meeting as though the shareholders had adopted them.

Provisions Can Live in the Certificate Instead

Subsection (3) lets the certificate of incorporation carry any provision the Act requires or permits in the by-laws.

Can New Jersey Bylaws Shift Costs to a Shareholder?

In one narrow situation, yes. Section 14A:2-9 permits by-laws to require shareholders to bring specified actions in a chosen forum, and it then goes a step further than most states.

The by-laws may provide that a shareholder who files an action in breach of that forum requirement is liable for all reasonable costs incurred in enforcing it, including the defendants’ reasonable attorney’s fees.

That is worth pausing on. Delaware, Florida, and Kansas all expressly forbid by-laws that impose the corporation’s legal costs on a stockholder over an internal claim. New Jersey permits it where the trigger is filing in the wrong forum.

A cost-shifting forum clause is an option, not a default, and it reads very differently to a prospective investor than to a founder. If outside money is in view, raise it with a New Jersey business attorney before adopting one.

How to Adopt Corporate Bylaws in New Jersey

Adopting New Jersey corporate bylaws is a board action taken at a specific meeting.

  1. File your certificate of incorporation to bring the corporation into existence.
  2. Hold the organization meeting, since subsection (1) ties initial adoption to it.
  3. Draft the by-laws across meetings, quorum, directors, officers, and shares.
  4. Decide on a forum provision, and whether it should carry the cost-shifting language.
  5. Adopt and minute the vote, recording the date of the organization meeting.
  6. Keep the signed set with your corporate records and refresh it after each change.