New Jersey § 14a:5-25

§ 14a:5-25.

(1) Unless the by-laws otherwise provide, the board may, in advance of any shareholders'

meeting, or of the tabulation of written consents of shareholders without a meeting, appoint one or more inspectors to act at the meeting or any adjournment thereof or to tabulate such consents and make a written report thereof . (2) If inspectors to act at any meeting of shareholders are not so appointed by the board or as otherwise provided in the by-laws or shall

fail to qualify, the person presiding at a shareholders' meeting may, and on the request

of any shareholder entitled to vote thereat, shall, make such appointment. (3) In case any person appointed as inspector fails to appear or act, the vacancy

may be filled by appointment made by the board in advance of the meeting or at the

meeting by the person presiding at the meeting. (4) If the by-laws require inspectors at any shareholders' meeting, such requirement

is waived unless compliance therewith is requested by a shareholder entitled to vote

at such meeting. (5) Each inspector, before entering upon the discharge of his duties, shall take and

sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his ability. (6) No person shall be elected a director in an election for which he has served as an inspector.