New Jersey § 15a:5-6

§ 15a:5-6.

a. Except as otherwise provided in the certificate of incorporation or bylaws, any

action required or permitted to be taken at a meeting of members by this act or the

certificate of incorporation or bylaws of a corporation, may be taken without a meeting

if all the members entitled to vote thereon consent thereto in writing, except that

in the case of any action to be taken pursuant to chapter 10 of this act (merger,

consolidation and sale of assets), the action may be taken without a meeting only

(1) if all members consent thereto in writing; or (2) if (a) all members entitled

to vote thereon consent thereto in writing, (b) the corporation provides to all other

members advance notification setting forth the proposed action consented to, (c) the

proposed action is not consummated before the expiration of 10 days after the giving

of the notice, and (d) the notice sets forth the existence of the 10-day period. b. Except as otherwise provided in the certificate of incorporation or bylaws and

subject to the provisions of this subsection, any action required or permitted to

be taken at a meeting of members by this act, the certificate of incorporation, or

bylaws, other than the annual or biennial election of trustees, may be taken without

a meeting upon the written consent of members who would have been entitled to cast

the minimum number of votes which would be necessary to authorize the action at a

meeting at which all members entitled to vote thereon were present and voting, if

(1) the corporation provides to all other members advance notification setting forth

the proposed action consented to, (2) the proposed action is not consummated before

the expiration of 10 days from the giving of the notice and 20 days from the giving

of the notice in the case of any action taken pursuant to chapter 10 of this act,

and (3) the notice sets forth the existence of such 10-day period. c. Whenever action is taken pursuant to subsection a. or b. of this section, the written

consents of the members consenting thereto or the written report of inspectors appointed

to tabulate the consents shall be filed with the minutes of proceedings of members. d. Any action taken pursuant to subsection a. or b. of this section shall have the

same effect for all purposes as if the action had been taken at a meeting of the members. e. If any other provision of this act requires the filing of a certificate upon the

taking of an action by members, and the action is taken in the manner authorized by

subsections a. or b. of this section, the certificate shall state that the action

was taken without a meeting pursuant to the written consents of the members and shall

set forth the number of votes represented by the consents.