Bill > S4974

This bill updates New Jersey law (specifically N.J.S.14A:5-11) governing shareholder voting for corporate actions other than director elections by modifying the requirements for authorizing actions. Under the current law, actions require a majority of votes cast by shareholders entitled to vote, but the bill introduces a new provision allowing corporate bylaws to specify that actions can be authorized by a majority of shareholders present or represented by proxy at a meeting. The bill changes terminology from "plurality" to "vote" and updates references to the broader legal code (N.J.S.14A:1-1 et seq.). Additionally, the bill maintains existing provisions about class or series voting for certain actions, such as amendments to the certificate of incorporation, which continue to require proportionate or majority votes as specified in the corporation's governing documents. The changes take effect immediately and apply to votes occurring on or after the date of enactment, providing corporations more flexibility in defining voting requirements through their bylaws.