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Bill > A6121
NJ A6121
NJ A6121Updates law governing votes by shareholders for items other than for election of members to board of directors.
summary
Introduced
11/24/2025
11/24/2025
In Committee
11/24/2025
11/24/2025
Crossed Over
Passed
Dead
01/12/2026
01/12/2026
Introduced Session
2024-2025 Regular Session
Bill Summary
This bill updates the statute governing voting by shareholders for items other than for the election of members to the board of directors. Current law specifies that whenever any action, other than for the election of directors, is to be taken by vote of the shareholders, it is to be authorized by a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote, unless a greater vote is required by the certificate of incorporation or another section of current law. Under the bill, it provides that a requirement that calls for an action to be authorized by a majority of the shareholders present or represented by proxy at the meeting and entitled to vote on the subject matter may be provided for in and authorized by the bylaws of the corporation.
AI Summary
This bill updates New Jersey's corporate law regarding shareholder voting for matters other than director elections by modifying section 14A:5-11 of the state's legal code. Currently, most shareholder actions require authorization by a majority of votes cast at a shareholders' meeting, unless a greater vote is specified in the corporation's incorporation documents. The bill introduces a new provision that allows corporate bylaws to specify that an action can be authorized by a majority of shares present or represented by proxy at a meeting and entitled to vote on that matter. This change provides corporations more flexibility in determining their voting requirements. The bill also makes some technical changes, such as replacing references to "this act" with a specific legal code citation (N.J.S.14A:1-1 et seq.) and changing the term "plurality" to "vote" in the text. The bill will take effect immediately and apply to votes occurring on or after its enactment date, giving corporations an immediate opportunity to adjust their bylaw voting provisions if desired.
Committee Categories
Business and Industry
Sponsors (1)
Last Action
Introduced, Referred to Assembly Financial Institutions and Insurance Committee (on 11/24/2025)
Official Document
bill text
bill summary
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bill summary
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bill summary
| Document Type | Source Location |
|---|---|
| State Bill Page | https://www.njleg.state.nj.us/bill-search/2024/A6121 |
| BillText | https://pub.njleg.gov/Bills/2024/A6500/6121_I1.HTM |
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