New Jersey § 14a:2-7

§ 14a:2-7.

(1) The certificate of incorporation shall set forth: (a) The name of the corporation; (b) The purpose or purposes for which the corporation is organized. It shall be a sufficient compliance with this paragraph to state, alone or with

specifically enumerated purposes, that the corporation may engage in any activity

within the purposes for which corporations may be organized under this act, and all

such activities shall by such statement be deemed within the purposes of the corporation,

subject to express limitations, if any; (c) The aggregate number of shares which the corporation shall have authority to issue; (d) If the shares are, or are to be, divided into classes, or into classes and series,

the designation of each class and series, the number of shares in each class and series,

and a statement of the relative rights, preferences and limitations of the shares

of each class and series, to the extent that such designations, numbers, relative

rights, preferences and limitations have been determined; (e) If the shares are, or are to be, divided into classes, or into classes and series,

a statement of any authority vested in the board to divide the shares into classes

or series or both, and to determine or change for any class or series its designation,

number of shares, relative rights, preferences and limitations; (f) Any provision not inconsistent with this act or any other statute of this State,

which the incorporators elect to set forth for the management of the business and

the conduct of the affairs of the corporation, or creating, defining, limiting or

regulating the powers of the corporation, its directors and shareholders or any class

of shareholders, including any provision which under this act is required or permitted

to be set forth in the bylaws; (g) The address of the corporation's initial registered office, and the name of the

corporation's initial registered agent at such address . On or after the effective date of this 1989 amendatory and supplementary act, the

address of the registered office as shown on the certificate of incorporation shall

be a complete address, including the number and street location of the registered

office and, if applicable, the post office box number ; (h) The number of directors constituting the first board and the names and addresses

of the persons who are to serve as such directors; (i) The names and addresses of the incorporators; (j) The duration of the corporation if other than perpetual; and (k) If, pursuant to subsection 14A:2-7(2), the certificate of incorporation is to

be effective on a date subsequent to the date of filing, the effective date of the

certificate. (2) The certificate of incorporation shall be filed in the office of the Secretary

of State. The corporate existence shall begin upon the effective date of the certificate,

which shall be the date of the filing or such later time, not to exceed 90 days from

the date of filing, as may be set forth in the certificate. Such filing shall be conclusive evidence that all conditions precedent required

to be performed by the incorporators have been complied with and, after the corporate

existence has begun, that the corporation has been incorporated under this act, except

as against this State in a proceeding to cancel or revoke the certificate of incorporation

or for involuntary dissolution of the corporation. (3) The certificate of incorporation may provide that a director or officer shall

not be personally liable, or shall be liable only to the extent therein provided,

to the corporation or its shareholders for damages for breach of any duty owed to

the corporation or its shareholders, except that such provision shall not relieve

a director or officer from liability for any breach of duty based upon an act or omission

(a) in breach of such person's duty of loyalty to the corporation or its shareholders,

(b) not in good faith or involving a knowing violation of law or (c) resulting in

receipt by such person of an improper personal benefit. As used in this subsection, an act or omission in breach of a person's duty of loyalty

means an act or omission which that person knows or believes to be contrary to the

best interests of the corporation or its shareholders in connection with a matter

in which he has a material conflict of interest.