New Jersey § 14a:9-1

§ 14a:9-1.

(1) A corporation may amend its certificate of incorporation, from time to time, in

any and as many respects as may be desired so long as the amendment contains only

such provisions as might lawfully be contained in an original certificate of incorporation

filed at the time of making such amendment. (2) In particular, and without limitation upon the general power of amendment granted

by subsection 14A:9-1(1), a corporation may amend its certificate of incorporation (a) To change its corporate name; (b) To enlarge, limit, or otherwise change its corporate purposes or powers; (c) To change the duration of the corporation, even if such duration has expired , to a limited or perpetual duration; (d) To increase or decrease the aggregate number of shares or shares of any class

or series of any class, which the corporation has authority to issue; (e) To increase or decrease the par value of the authorized shares of any class having

a par value, whether issued or unissued; (f) To exchange, classify, reclassify or cancel all or any part of its shares, whether

issued or unissued; (g) To change the designation of all or any part of its shares, whether issued or

unissued, and to change the preferences, limitations and the relative rights in respect

of all or any part of its shares, whether issued or unissued; (h) To change shares having a par value, whether issued or unissued, into the same

or a different number of shares without par value, and to change shares without par

value, whether issued or unissued, into the same or a different number of shares having

a par value; (i) To change the shares of any class or series, whether issued or unissued, and whether

with or without par value, into a different number of shares of the same class or

series or into the same or a different number of shares, either with or without par

value, of other classes or series; (j) To create new classes or series of shares having rights and preferences superior

or inferior to, or equal with, the shares of any class or series then authorized,

whether issued or unissued; (k) To cancel or otherwise affect the right of the holders of the shares of any class

or series to receive dividends which have accrued but have not been declared; (l) To divide any class of shares, whether issued or unissued, into series and fix the

designations of such series and the preferences, limitations and relative rights of

the shares of such series; (m) To authorize the board to divide authorized but unissued shares of any class into

series and fix the designations and number of shares of such series and the preferences,

limitations and relative rights of the shares of such series; (n) To authorize the board to fix or change the designation or number of shares of,

or preferences, limitations or relative rights of the shares of any theretofore established

series the shares of which have not been issued; (o) To revoke, diminish or enlarge the authority of the board to take any of the actions

set forth in paragraphs 14A:9-1(2)(m) and 14A:9-1(2)(n); (p) To limit, deny or grant to shareholders of any class the preemptive right to acquire

additional or treasury shares of the corporation, whether then or thereafter authorized; (q) To strike out, change or add any provision, not inconsistent with law, for the

management of the business and the conduct of the affairs of the corporation, or creating,

defining, limiting and 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 by-laws. (3) (Deleted by amendment, P.L. 1988, c. 94 ).