14A:9-4. Certificate of amendment
(1) If the amendment is made as provided by subsection 14A:9-2(1), a certificate of amendment shall, subject to subsection 14A:2-6(3), be signed by all the incorporators, shall set forth the name of the corporation and the amendment so adopted, and shall recite that the amendment is made by unanimous consent of the incorporators before the organization meeting of the directors.
(2) If the amendment is made by the board as referred to in subsection 14A:9-2(2), a certificate of amendment shall be executed on behalf of the corporation. The certificate shall set forth the information required by the section of this act which empowers the board to make the amendment.
(3) If the amendment is made as provided by subsection 14A:9-2(4), a certificate of amendment shall be executed on behalf of the corporation and shall set forth
(a) The name of the corporation;
(b) The amendment so adopted;
(c) The date of the adoption of the amendment by the shareholders;
(d) The number of shares entitled to vote thereon, and if the shares of any class or series are entitled to vote thereon as a class, the designation and number of shares entitled to vote thereon of each such class or series;
(e) The number of shares voted for and against such amendment, respectively, and if the shares of any class or series are entitled to vote thereon as a class, the number of shares of each such class and series voted for and against such amendment, respectively;
(f) If such amendment is intended to provide for an exchange, reclassification or cancellation of issued shares, a statement of the manner in which the same shall be effected; and
(g) If, pursuant to subsection 14A:9-4(5), the amendment is to become effective at a time subsequent to the time of filing, the date when the amendment is to become effective.
(4) (Deleted by amendment, P.L. 1988, c. 94.)
(5) Each certificate of amendment of the certificate of incorporation shall be filed in the office of the Secretary of State and the amendment shall become effective upon the date of filing or at such later time, not to exceed 90 days from the date of filing, as may be set forth in the certificate.
L.1968, c.350; amended 1973,c.366,s.48; 1988,c.94,s.54.
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Last modified: October 11, 2016