New Jersey § 14:11-16 - (2)

§ 14:11-16. (2)

2. Any corporation of this state organized for educational, library or literary purposes,

incorporated under any general or special law of this state, authorizing the issue

of capital stock by such corporation, and also authorizing the issue by such corporation

of preferred stock or preferred shares or shares of stock entitled to dividend or

interest in preference to other shares of stock of the corporation, but never having

actually issued any such preferred stock or preference shares or shares of stock entitled

to dividend or interest in preference to other shares of stock of the corporation,

may abrogate and surrender any provision in its charter or certificate of incorporation

authorizing the issue of such preferred stock or preference shares or shares of stock

entitled to dividend or interest in preference to other shares of stock of the corporation,

in manner following: The board of directors, managers or trustees shall pass a resolution

declaring that the abrogation or surrender by the corporation of the provision in

its charter or certificate of incorporation, authorizing the issue of preferred stock,

preference shares or shares of stock entitled to dividend or interest in preference

to other shares of the corporation, is advisable; a copy of such resolution, certified

by the president and secretary under the corporate seal, acknowledged or proved as

in the case of deeds of real estate, together with the written assent of a majority

in interest of the stockholders of said corporation, shall be filed in the office

of the secretary of state, and upon the filing of the same, the charter or certificate

of incorporation of said corporation shall be deemed to be amended accordingly, and

the certificate of the secretary of state that such certified copy of the resolution

of the board of directors, managers or trustees, and assent of stockholders have been

filed in his office, shall be taken and accepted as evidence of such abrogation and

surrender of the provision in the charter or certificate of incorporation of said

corporation authorizing the issue of preferred stock, preference shares or shares

of stock entitled to dividend or interest in preference to other shares of stock of

the corporation in all courts and places.