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title-15•Title 15 — Corporations and Associations Not for Profit
title-15N.J.S.A. tit. 15Code1 janv. 1900
Any board of trade incorporated by special act of this state may acquire and hold real and personal property without limitation as to amount.
The repeal of any act or part of any act by section thirteen of the act entitled "An act to incorporate associations not for pecuniary profit," approved April twenty-first, one thousand eight hundred and ninety-eight (L.1898, c. 181, s. 13, p. 427), shall not dissolve any corporation in existence on July fourth, one thousand eight hundred and ninety-eight, and nothing in the above-entitled act or in this title contained shall impair or annul any vested rights, privileges or powers actually exercised and enjoyed by any corporation under any law so repealed.
Except as otherwise provided by law, at any annual meeting of a company which exists under any act of the legislature of this state to enable the owners and possessors of meadow and marsh lands to erect and maintain banks, dams, sluices and waterways sufficient to prevent the tide from overflowing the same, but not oftener than once in five years, the owners and possessors of said lands may proceed to elect by ballot three judicious and disinterested freeholders as commissioners. At the election each owner of such lands shall have one vote for each five valued acres of such lands held by him, but no such owner shall be deprived of having at least one vote thereat.
The commissioners, or a majority of them, after a notification of their election by the managers of the company, or a majority of them, shall view the premises and cause each owner's and possessor's share to be exhibited on a correct plot or map, to be made either from previous measurements or a new survey, setting forth the number of acres held by each owner, and also making a new valuation of the same, having regard to the quantity, quality and location. Their map, report and valuation, under their hands, or under the hands of a majority of them, shall be given to the managers of the company, shall remain in their possession during their continuance in office, and at the expiration of that term shall be delivered to their successors. They shall also be entered in the clerk's book and received as evidence of each owner's quantity of acres and of the value at which each lot is rated, and all future assessments shall be made in proportion thereto, unless changed thereafter as herein above provided. The duties of the commissioners shall be performed within four months of the time of the notice of their election, and their compensation shall be such as may be determined upon by vote at the annual meeting electing them. Notice of an intention to take proceedings at an annual meeting under this section shall be given to the owners and possessors of meadow and marsh lands to be affected thereby.
All assessments on lands authorized to be made for the costs and expenses of the drainage of wet or overflowed lands by a commissioner or commissioners appointed by any court, or justice or judge thereof, under any general or special law enacted prior to April second, one thousand eight hundred and sixty-eight, shall be made with reference to the benefits resulting from such drainage and shall in no case be greater than the benefits. Any such general or special law authorizing such assessments shall be considered and construed in all courts as authorizing assessments to be made as herein above provided.
The owners and possessors of lands contained within the bounds of a meadow company, organized under any special or general law of this state prior to March twenty-fourth, one thousand nine hundred and thirteen, may cause the same to be subjected to overflow by the tide, and may control the overflow for such period as may be agreed upon at the meeting held therefor as provided in sections 15:5-4 to 15:5-7 of this title, or may cause the same to be filled in and the surface thereof raised. The managers of the company, in addition to their duties in connection with the maintenance of the banks, dams, sluices and drains, shall direct and order the control of the overflow. All expenses, costs and charges incurred by the managers in the control of the overflow shall be raised, collected and paid in the manner provided by the general or special law under which the meadow company is organized.
The proposition to subject said lands to overflow by the tide, and to control the overflow, or to cause the lands to be filled in, may be submitted to the owners of these lands at any annual or special meeting of the meadow company, called by the managers thereof or by at least five of the owners of lands within the bounds of the company. If submitted at a special meeting, the meeting shall be called by notice in writing, signed by a majority of the managers, or by the five owners if called by them, and such notices in either instance shall be posted for a period of at least fifteen days at five or more public places in the township in which the lands or the greater part thereof lie, and a copy thereof shall be published for two weeks, once in each week, in a newspaper published in the county wherein the lands lie and circulating in the neighborhood.
At the annual or special meeting so called the question of overflowing the meadow lands of the company and the control of the overflow or of filling in the same may be submitted. If more than one-half of all the votes to which the owners of such lands are entitled are cast in favor of overflowing the lands and the control of the overflow, the managers shall cause the same to be overflowed and the overflow to be controlled for such period of time as may, by the vote aforesaid, be decided upon at the meeting. If more than one-half of all the votes to which the owners of such lands are entitled are, at such meeting, cast in favor of filling in the meadows, the managers shall cause the same to be filled in.
If the lands of a meadow company taking advantage of sections 15:5-3 to 15:5-7 abut on the lands of another meadow company, and it shall be necessary to erect a cross bank to protect the adjoining meadow company from the overflow or the fill, the managers of the meadow company so taking advantage of said sections 15:5-3 to 15:5-7, or a majority of them, may apply to the Superior Court for the appointment of three judicious and disinterested persons well acquainted with banked meadows, as commissioners. The commissioners shall be appointed by the court after the giving of such notice of the application as the court prescribes, and when appointed, after giving such notice of the time and place of meeting as the court directs, shall view the premises, hear the parties in interest, may adjourn from time to time, and shall lay out the correct bank required to protect the adjoining meadows and cause the same to be constructed, the cost thereof to be paid by each meadow company in accordance with the assessments made by the commissioners. If the adjoining meadow company refuses to pay its proportion of the assessment, the company taking advantage of said sections 15:5-3 to 15:5-7 shall, in the first instance, pay the cost thereof, and the amount assessed against the adjoining company by the commissioners shall be returned in the report of the commissioners to the Superior Court. The collection of the same by the managers of the company so taking advantage of said sections 15:5-3 to 15:5-7 may be enforced by a civil action in any competent court or by a proceeding in lieu of prerogative writ. The commissioners shall receive such compensation as said court may order, to be paid by the plaintiffs.
The expenses incident to the filling in of the meadows shall not exceed ten per cent of the value of the meadow lands within the bounds of a meadow company taking advantage of sections 15:5-3 to 15:5-7 of this title, as valued for assessment for meadow purposes on March twenty-fourth, one thousand nine hundred and thirteen. The obligations incurred by the managers within the limit aforesaid shall be assessed on the meadow owners and shall be paid as provided by law for the other legal expenses of the meadow company.
Rev.1877, pp. 642 to 646, s.s. 1 to 21 (C.S. pp. 3241 to 3248, s.s. 1 to 21), entitled "An act to enable the owners of the tide swamps and marshes, to improve the same, and the owners of meadows already banked in, and held by different persons, to keep the same in good repair," passed November twenty-ninth, one thousand seven hundred and eighty-eight, saved from repeal, together with amendments and supplements, and amendments to amendments and supplements, thereto, approved or passed on the following dates:
November 27, 1806 (Rev.1877, pp. 646 to 648, s.s. 22 to 26; C.S. pp. 3248, 3249, s.s. 22 to 26, which act was further amended by L.1895, c. 110, p. 214).
February 10, 1819 (Rev.1877, p. 648, s. 27; C.S. p. 3250, s. 27).
January 22, 1829 (Rev.1877, pp. 648, 649, s.s. 28 to 31; C.S. pp. 3250, 3251, s.s. 28 to 31, which act was further amended by L.1895, c. 111, p. 215, and L.1926, c. 181, p. 302).
March 7, 1832 (Rev.1877, pp. 649, 650, s.s. 33 to 37; C.S. pp. 3251, 3252, s.s. 32 to 36).
March 5, 1839 (Rev.1877, p. 650, s.s. 38, 39; C.S. p. 3245, s.s. 14a, 14b).
March 1, 1849 (Rev.1877, p. 650, s. 40; C.S. p. 3252, s. 37).
April 5, 1855 (Rev.1877, p. 651, s.s. 41 to 44; C.S. pp. 3252, 3253, s.s. 38 to 41).
March 20, 1857 (Rev.1877, p. 651, s.s. 45, 46; C.S. p. 3243, s.s. 6a, 6b).
March 16, 1870 (Rev.1877, p. 652, s. 47; C.S. p. 3253, s. 42).
March 19, 1878 (L.1878, c. 79, p. 138; C.S. p. 3253, s.s. 43, 44, which act was further amended by L.1895, c. 112, p. 217).
March 10, 1882 (L.1882, c. 72, p. 85; C.S. p. 3252, s. 35a, which act was further amended by L.1886, c. 63, p. 81).
(Passed) March 24, 1885 (L.1885, c. 103, p. 120; C.S. p. 3243, s. 9).
(Passed) March 10, 1886 (L.1886, c. 63, p. 81).
March 7, 1895 (L.1895, c. 109, p. 212; C.S. p. 3241, s. 1).
March 7, 1895 (L.1895, c. 110, p. 214; C.S. p. 3248, s. 22).
March 7, 1895 (L.1895, c. 111, p. 215; C.S. pp. 3250, 3251, s.s. 28, 30, 31, which act was further amended by L.1926, c. 181, p. 302).
March 7, 1895 (L.1895, c. 112, p. 217; C.S. p. 3253, s. 43).
March 22, 1895 (L.1895, c. 326, p. 649; C.S. pp. 3254, 3255, s.s. 45 to 50).
April 14, 1903 (L.1903, c. 264, p. 707; C.S. pp. 3255, 3256, s.s. 51, 52).
March 26, 1926 (L.1926, c. 181, p. 302).
December 18, 1957 (L.1957, c. 201, p. 708).
[This act, as so amended and supplemented, provides for the organization and conduct of companies by the owners of tide marshes and swamps for the purpose of improving and protecting the same. It provides for and regulates the carrying out and financing of the various projects and undertakings of such companies.]
L.1880, c. 163, p. 240 (C.S. pp. 3256 to 3260, s.s. 53 to 64), entitled "An act for incorporation of companies for draining and improving meadows and lands overflowed by tide water," approved March eleventh, one thousand eight hundred and eighty, saved from repeal, together with the supplements thereto, approved March eighteenth, one thousand eight hundred and eighty-one (L.1881, c. 120, p. 136; C.S. p. 3260, s. 65). [This act, as so supplemented, provides for the organization and conduct of companies by the owners of tide marshes and swamps, not exceeding two hundred acres in area, for the purpose of improving and protecting the same. It provides for and regulates the carrying out and financing of the various projects and undertakings of such companies.]
Rev.1877, pp. 660, 661, s.s. 87 to 93 (C.S. pp. 3274, 3275, s.s. 120 to 126), entitled "An act to enable two-thirds of the owners in value of any body or tract of salt marsh or meadow, within this state, using a common road to the fast land, to support the same," passed November eighteenth, one thousand eight hundred and twenty-two, saved from repeal, together with the supplement thereto, approved March fourth, one thousand eight hundred and fifty-eight (Rev.1877, pp. 661, 662, s.s. 94 to 97; C.S. pp. 3275, 3276, s.s. 127 to 129). [This act, as so supplemented, provides for the organization of owners of salt marshes for the purpose of improving and supporting roads connected therewith and used in common by such owners. It establishes the proceedings necessary for carrying out and financing the work necessary for effecting said purposes.]
a. A person who is convicted of a violation of subsections a., b., c. or d. of N.J.S. 2C:17-1, concerning arson and arson related offenses, is ineligible for membership in a volunteer fire company.
b. A person who is convicted of a violation of N.J.S. 2C:33-3, concerning false public alarms, is ineligible for membership in a volunteer fire company for a period of 10 years from the date of the conviction.
c. For the purposes of this act, "membership in a volunteer fire company" means membership in a volunteer fire company organized pursuant to Title 15 of the Revised Statutes or Title 15A of the New Jersey Statutes, membership in a volunteer fire company or similar organization constituted in a fire district pursuant to N.J.S. 40A:14-70.1, membership in a junior firemen's auxiliary established pursuant to N.J.S. 40A:14-95, or nonpaid membership in a part-paid fire department or force established pursuant to chapter 14 of Title 40A of the New Jersey Statutes.
Any duly organized volunteer fire company may provide for the appointment of certain of its members to perform certain police duties at fires and fire drills, for a term of office not exceeding five years from the date of the appointment. The appointed members shall, before entering upon their duties, qualify by:
(1) Successfully completing a basic fire police training course formulated or approved by the Division of Fire Safety.
(2) Taking and subscribing an oath that they will justly, impartially and faithfully discharge their duties according to the best of their ability and understanding. The oath shall be administered by the municipal clerk and subscribed to in duplicate. The original copy of the oath shall be filed with the municipal clerk and the copy thereof filed with the secretary of the fire company making the appointment.
After appointment, a qualified member shall be eligible as a fire police officer and shall have full power and authority to act as a fire police officer anywhere in the county in which he is appointed or in any other county in which he is called upon to act.
It shall be the duty of a member of the fire police to perform his duties under the supervision of the fire officer in charge of the fire or fire drill, until the arrival of a duly authorized police officer, who shall assume responsibility for the supervision of the performance of traffic duties, preservation of evidence and all other law enforcement duties. Nothing in this paragraph shall diminish the powers of the chief or other superior officer of any volunteer fire company in the exercise of his duties pursuant to section 1 of P.L.1981, c.435 (C.40A:14-54.1).
The duties of said fire police subject to the supervision aforesaid shall be to:
(1) Protect property and contents.
(2) Establish and maintain fire lines.
(3) Perform such traffic duties as necessary, from the fire station to and at the vicinity of the fire, fire drill or other emergency call, until the arrival of a duly authorized police officer or at any public event where fire police services may be requested to protect the public, subject to the approval of and supervision by the chief law enforcement officer of the municipality in which the public event takes place, or the Superintendent of State Police if the municipality does not have a police department.
(4) In the absence of investigating authorities, fire police shall investigate all causes of fires and preserve all evidence pertaining to questionable fires and turn evidence over to proper investigating authorities.
(5) Wear the authorized fire police badge on the left breast of the outermost garment while on duty.
Provided, however, nothing herein contained shall give the fire police or any of them the right to supersede a duly authorized police officer.
If any person shall unreasonably refuse to obey the orders of the fire police, a fire police officer may arrest him and keep him under arrest until the fire is extinguished or the drill completed. If the offender is found guilty by a municipal court or Superior Court, he shall be sentenced to pay a fine not exceeding $200 and costs.
Whenever a municipality shall disband any fire, hose, truck or hook and ladder company by reason of establishing a paid fire department, the members in good standing on the rolls of the company, who have served faithfully for three or more years at the time of the disbandment, shall be entitled to "exempt certificates" issued in the same manner as exempt certificates are now issued. All holders of such certificates shall be entitled to all the rights, privileges and exemptions from duties of exempt firemen. This section shall not apply to the members of companies disbanded for insubordination or failure faithfully to perform fire duty.
When the volunteer fire department in any city has accumulated or shall accumulate a fire department fund for the benefit of said departments, such funds, on the expiration of the charters of said departments by limitation of law or otherwise, if the department maintains an existence as an exempt fire association, shall revert to and become the property of said exempt association as aforesaid.
Any college or university in this State created by special charter which limits the number of members on the board of trustees and restricts membership to members of a religious order or community, may, notwithstanding such limitation and restriction, appoint or elect to the board of trustees additional members, including lay members, in such number as it deems advisable.
The board of trustees of any corporation created by any law of this state for educational purposes and owning and maintaining grounds open to the public for park or recreation purposes shall have power and authority to purchase and take title to such lands as shall adjoin on three sides the land already owned by such corporation.
When the board of trustees shall deem it desirable to acquire any lands as described in section 15:11-7 of this title, and cannot agree with the owners of the land as to price or terms of the purchase; or when by the incapacity or absence of the owners, or their inability to convey valid title; or when, for any other reason, said board cannot arrange for the purchase thereof, the said board, with the consent, expressed by resolution or ordinance of the governing body of the municipality, wherein the lands sought to be condemned are situate, after due notice to the property owners affected, may acquire such land by condemnation pursuant to chapter 1 of the title Eminent Domain (s. 20:1-1 et seq.). This section shall not authorize the condemnation of lands owned by a religious, charitable or educational society or corporation.
The property of any such patriotic society shall be taxed as if the property of an individual, and no franchise or other tax than as above shall be assessed upon any such society or its property, stock or bonds.
"Charitable purpose" means the relief of poverty, the advancement of education or religion, the promotion of health, the promotion of a governmental purpose, or any other purpose, the achievement of which is beneficial to the community.
"Endowment fund" means an institutional fund or any part thereof that, under the terms of a gift instrument, is not wholly expendable by the institution on a current basis. The term does not include assets that an institution designates as an endowment fund for its own use.
"Gift instrument" means a record or records, including an institutional solicitation, under which property is granted to, transferred to, or held by an institution as an institutional fund.
"Institution" means: a person, other than an individual, organized and operated exclusively for charitable purposes; a government or governmental subdivision, agency, or instrumentality, to the extent that it holds funds exclusively for a charitable purpose; and a trust that had both charitable and noncharitable interests, after all noncharitable interests have terminated.
"Institutional fund" means a fund held by an institution exclusively for charitable purposes. The term does not include: program-related assets; a fund held for an institution by a trustee that is not an institution; or a fund in which a beneficiary that is not an institution has an interest, other than an interest that could arise upon violation or failure of the purposes of the fund.
"Person" means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, for-profit corporation, non-profit corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.
"Program-related asset" means an asset held by an institution primarily to accomplish a charitable purpose of the institution and not primarily for investment.
"Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
b. In addition to complying with the duty of loyalty imposed by law other than this act, each person responsible for managing and investing an institutional fund shall manage and invest the fund in good faith and with the care an ordinarily prudent person in a like position would exercise under similar circumstances.
c. In managing and investing an institutional fund, an institution:
(1) may incur only costs that are appropriate and reasonable in relation to the assets, the purposes of the institution, and the skills available to the institution; and
(2) shall make a reasonable effort to verify facts relevant to the management and investment of the fund.
d. An institution may pool two or more institutional funds for purposes of management and investment.
e. Except as otherwise provided by a gift instrument, the following apply:
(1) In managing and investing an institutional fund, the following factors, if relevant, shall be considered:
(a) general economic conditions;
(b) the possible effect of inflation or deflation;
(c) the expected tax consequences, if any, of investment decisions or strategies;
(d) the role that each investment or course of action plays within the overall investment portfolio of the fund;
(e) the expected total return from income and the appreciation of investments;
(f) other resources of the institution;
(g) the needs of the institution and the fund to make distributions and to preserve capital; and
(h) an asset's special relationship or special value, if any, to the charitable purposes of the institution.
(2) Management and investment decisions about an individual asset shall be made in the context of the institutional fund's portfolio of investments as a whole and as a part of an overall investment strategy having risk and return objectives reasonably suited to the fund and to the institution, and shall not be made in isolation from these considerations.
(3) Except as otherwise provided by law other than this act, an institution may invest in any kind of property or type of investment consistent with this section.
(4) An institution shall diversify the investments of an institutional fund unless the institution reasonably determines that, because of special circumstances, the purposes of the fund are better served without diversification.
(5) Within a reasonable time after receiving property, an institution shall make and carry out decisions concerning the retention or disposition of the property or to rebalance a portfolio, in order to bring the institutional fund into compliance with the purposes, terms, and distribution requirements of the institution as necessary to meet other circumstances of the institution and the requirements of this act.
(6) A person who has special skills or expertise, or is selected in reliance upon the person's representation that the person has special skills or expertise, has a duty to use those skills or that expertise in managing and investing institutional funds.
(1) the duration and preservation of the endowment fund;
(2) the purposes of the institution and the endowment fund;
(3) general economic conditions;
(4) the possible effect of inflation or deflation;
(5) the expected total return from income and the appreciation of investments;
(6) other resources of the institution; and
(7) the investment policy of the institution.
b. To limit the authority to appropriate for expenditure or accumulate under subsection a. of this section, a gift instrument shall specifically state the limitation.
c. Terms in a gift instrument designating a gift as an endowment, or a direction or authorization in the gift instrument to use only "income," "interest," "dividends," or "rents, issues, or profits," or "to preserve the principal intact," or words of similar import:
(1) create an endowment fund of permanent duration unless other language in the gift instrument limits the duration or purpose of the fund; and
(2) do not otherwise limit the authority to appropriate for expenditure or accumulate under subsection a. of this section.
(1) selecting an agent;
(2) establishing the scope and terms of the delegation, consistent with the purposes of the institution and the institutional fund; and
(3) periodically reviewing the agent's actions in order to monitor the agent's performance and compliance with the scope and terms of the delegation.
b. In performing a delegated function, an agent shall owe a duty to the institution to exercise reasonable care to comply with the scope and terms of the delegation.
c. An institution that complies with subsection a. of this section shall not be liable for the decisions or actions of an agent to which the function was delegated.
d. By accepting delegation of a management or investment function from an institution that is subject to the laws of this State, an agent shall submit to the jurisdiction of the courts of this State in all proceedings arising from or related to the delegation or the performance of the delegated function.
e. An institution may delegate management and investment functions to its committees, officers, or employees as authorized by law of this State other than this act.
b. The court, upon application of an institution, may modify a restriction contained in a gift instrument regarding the management or investment of an institutional fund if the restriction has become impracticable or wasteful, if it impairs the management or investment of the fund, or if, because of circumstances not anticipated by the donor, a modification of a restriction will further the purposes of the fund. The institution shall give notice to the Attorney General in accordance with the Rules of Court of the application, and the Attorney General shall be given an opportunity to be heard. To the extent practicable, any modification shall be made in accordance with the donor's probable intention.
c. If a particular charitable purpose or a restriction contained in a gift instrument on the use of an institutional fund becomes unlawful, impracticable, impossible to achieve, or wasteful, the court, upon application of an institution, may modify the purpose of the fund or the restriction on the use of the fund in a manner consistent with the charitable purpose of the institution or charitable intent of the donor. The institution shall give notice to the Attorney General of the application in accordance with the Rules of Court, and the Attorney General shall be given an opportunity to be heard.
d. If an institution determines that a restriction contained in a gift instrument on the management, investment, or purpose of an institutional fund is unlawful, impracticable, impossible to achieve, or wasteful, the institution may, following 60 days' notice to the Attorney General, release or modify the restriction, in whole or in part, if:
(1) the institutional fund subject to the restriction has a total value of less than $250,000;
(2) more than 20 years have elapsed since the fund was established; and
(3) the institution uses the property in a manner consistent with the charitable purpose expressed in the gift instrument.
As used in this act:
(a) "code" means the Internal Revenue Code of 1954 as amended;
(b) "private foundation trust" means a charitable trust administered by a corporation as herein defined, and which is a private foundation described in section 509(a) of the code, including each nonexempt charitable trust described in section 4947(a)(1) of the code which is treated as a private foundation;
(c) "corporation" means a corporation organized under Title 15 of the Revised Statutes or under any other law of this State applicable to corporations not for profit, to function as a private foundation trust.
Notwithstanding any provision to the contrary contained in any law of this State and except as otherwise provided in section 3 of this act, the certificate of incorporation of every corporation as herein defined, shall be deemed to include the following:
"This corporation shall make distributions at such times and in such manner as not to subject it to tax under section 4942 of the Internal Revenue Code of 1954, as amended, and shall not engage in any act of self-dealing as defined in section 4941 of the said code, and shall not retain any excess business holdings as defined in section 4943 of said code, and shall not make any investments as defined in section 4944 of the said code, and shall not make any taxable expenditures which would subject it to tax under section 4945 of the said code."
The governing body of any corporation as herein defined may, without judicial proceedings, amend its certificate of incorporation to expressly exclude the provisions of section 2 of this act, by executing a certificate of amendment incorporating such exclusion and filing a copy thereof in the office of the Secretary of State of this State. Upon the filing of such amendment, the provisions of section 2 of this act shall not be applicable to such corporation.
This act shall be so construed as to enable split-interest trusts and private foundation trusts to qualify for the maximum tax exemptions available to such trusts under the provisions of the Internal Revenue Code of 1954 as amended.
Nothing in this act shall impair the power conferred by law upon the courts or the Attorney General of this State with respect to any corporation subject to the provisions of this act.
This act shall take effect immediately, and shall apply to all corporations as described in section 2 hereof, whether organized before or after the effective date of this act.
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