New Jersey § 14a:9-2

§ 14a:9-2.

(1) Before the organization meeting of the board, the incorporators may amend the

certificate of incorporation by complying with subsection 14A:9-4(1). (2) Amendment of the certificate of incorporation by action of the board is provided

for in subsection 14A:4-3(1), subsection 14A:5-21(4), subsection 14A:7-2(4), subsection 14A:7-9(4), subsection 14A:7-15.1(3), and subsections 14A:7-18(1) and

14A:7-18(4). Amendment of the certificate of incorporation by action of the registered agent

to change the registered office is provided for in subsection 14A:4-3(3). (3) An amendment of the certificate of incorporation pursuant to a plan of merger

may be made in the manner provided in Chapter 10 of this act. 1 (4) All other amendments of the certificate of incorporation shall be made in the

following manner: (a) The board shall approve the proposed amendment and direct that it be submitted

to a vote at a meeting of the shareholders. (b) Written notice setting forth the proposed amendment or a summary of the changes

to be effected thereby shall be given to each shareholder of record entitled to vote

thereon within the time and in the manner provided in this act for the giving of notice

of meetings of shareholders. (c) At such meeting a vote of shareholders entitled to vote thereon shall be taken

on the proposed amendment. The proposed amendment shall be adopted upon receiving the affirmative vote of a

majority of the votes cast by the holders of shares entitled to vote thereon and,

in addition, if any class or series of shares is entitled to vote thereon as a class,

the affirmative vote of a majority of the votes cast in each class vote; except that,

in the case of a corporation organized prior to January 1, 1969, the proposed amendment

shall be adopted upon receiving the affirmative vote of two-thirds of the votes so

cast. The voting requirements of this section shall be subject to such greater requirements

as are provided in this act for specific amendments, or as may be provided in the

certificate of incorporation. (d) Subject to the provisions of section 14A:5-12 , a corporation organized prior to January 1, 1969 may adopt the majority voting requirements

prescribed in paragraph 14A:9-2(4)(c) by amendment of its certificate of incorporation

adopted by the affirmative vote of two-thirds of the votes cast by the holders of

shares entitled to vote thereon. (e) Any number of amendments may be acted upon at one meeting. (f) Upon adoption, a certificate of amendment shall be filed in the office of the

Secretary of State as provided in section 14A:9-4 . 1

N.J.S.A. § 14A:10-1 et seq.