New Jersey § 14a:5-7

§ 14a:5-7.

(1) The by-laws may provide for fixing, or in the absence of such a provision the

board may fix, in advance, a date as the record date for determining the corporation's

shareholders with regard to any corporate action or event and, in particular, for

determining the shareholders entitled to (a) notice of or to vote at any meeting of shareholders or any adjournment thereof; (b) give a written consent to any action without a meeting; or (c) receive payment of any dividend or allotment of any right. The record date may in no case be more than 60 days prior to the shareholders' meeting

or other corporate action or event to which it relates. The record date for a shareholders' meeting may not be less than 10 days before

the date of the meeting. The record date to determine shareholders entitled to give a written consent may

not be more than 60 days before the date fixed for tabulation of the consents or,

if no date has been fixed for tabulation, more than 60 days before the last day on

which consents received may be counted. (2) If no record date is fixed (a) the record date for a shareholders' meeting shall be the close of business on

the day next preceding the day on which notice is given, or, if no notice is given,

the day next preceding the day on which the meeting is held; and (b) the record date for determining shareholders for any purpose other than that specified

in paragraph 14A:5-7(2)(a) shall be at the close of business on the day on which the

resolution of the board relating thereto is adopted ; and (c) the record date for determining shareholders entitled to consent to corporate

action in writing without a meeting, when no prior action by the board of directors

is required by this act, shall be the first date on which a signed written consent

setting forth the action taken or proposed to be taken is delivered to the corporation

by delivery to its registered office in this State, its principal place of business,

or an officer or agent of the corporation having custody of the book in which proceedings

of meetings of shareholders are recorded . (3) When a determination of shareholders of record for a shareholders' meeting has

been made as provided in this section, such determination shall apply to any adjournment

thereof, unless the board fixes a new record date under this section for the adjourned

meeting.