[Corrected Copy]

 

ASSEMBLY, No. 2881

STATE OF NEW JERSEY

213th LEGISLATURE

 

INTRODUCED JUNE 5, 2008

 


 

Sponsored by:

Assemblyman JOSEPH VAS

District 19 (Middlesex)

Assemblyman ALBERT COUTINHO

District 29 (Essex and Union)

Assemblyman PATRICK J. DIEGNAN, JR.

District 18 (Middlesex)

Assemblywoman BONNIE WATSON COLEMAN

District 15 (Mercer)

Assemblywoman PAMELA R. LAMPITT

District 6 (Camden)

 

Co-Sponsored by:

Assemblywoman Rodriguez, Assemblymen Wisniewski, Moriarty, Assemblywoman Pou and Senator Van Drew

 

 

 

 

SYNOPSIS

     Allows director of corporation to provide notice of resignation, which resignation is only effective upon occurrence of certain event.

 

CURRENT VERSION OF TEXT

     As introduced.

  


An Act concerning the resignation of corporate directors and amending N.J.S.14A:6-3.

 

     Be It Enacted by the Senate and General Assembly of the State of New Jersey:

 

     1.    N.J.S.14A:6-3 is amended to read as follows:

     14A:6-3.  Term of directors; resignation

     (1)   The directors named in the certificate of incorporation shall hold office until the first annual meeting of shareholders, and until their successors shall have been elected and qualified.  At the first annual meeting of shareholders and at each annual meeting thereafter the shareholders shall elect directors to hold office until the next succeeding annual meeting, except in case of the classification of directors pursuant to subsection (1) of N.J.S.14A:6-4[(1)] and in the case of directors whose terms expire as provided for in subsection (2) of N.J.S.14A:6-4[(2)].  Each director shall hold office for the term for which he is elected and until his successor shall have been elected and qualified.

     (2)   A director may resign by written notice to the corporation.  The resignation shall be effective upon receipt thereof by the corporation of that notice, or at such subsequent time as shall be specified in the notice of resignation , or upon the occurrence of a certain event or events specified in the notice of resignation.  Any resignation which is contingent upon a director failing to receive a specified vote for re-election shall provide that the resignation is irrevocable.

(cf:  P.L.1988, c.94, s.25)

 

     2.    This act shall take effect immediately.

 

 

STATEMENT

 

     This bill provides that a director may provide a notice of resignation to the corporation that is only effective upon the occurrence of a certain event or events.

     This bill provides New Jersey corporations greater flexibility in adopting majority voting provisions, or other voting schemes, regarding the election of directors.  For example, a director may provide a notice of resignation to the board which is effective if the director does not receive votes constituting a majority of shares voted at a shareholder’s meeting.