What the statute requires
- Governing statute
- New Jersey Nonprofit Corporation Act, N.J.S.A. sections 15A:1-1 to 15A:16-2
- Minimum directors
- 3. Section 15A:6-2 says flatly that "the number of trustees of a corporation shall be not less than three." There is no smaller board for a corporation without members and no exception for a startup charity. Subject to the certificate of incorporation, the bylaws either fix the number or set a stated minimum and maximum with the actual number determined as the bylaws prescribe, except for the first board named in the certificate. Trustees must be at least 18 and need not be New Jersey residents, United States citizens, or members, unless the certificate or bylaws say so (section 15A:6-1).
- Term length
- Trustees hold office until the next annual or biennial meeting and until a successor is elected and qualified (section 15A:6-3(c)). The certificate of incorporation or bylaws may provide that the meeting to elect trustees is held once every two years, and if they say nothing the meeting is annual (section 15A:6-3(a)). A corporation may classify its trustees so terms are staggered, but no class may hold office for a term shorter than one year or longer than six years, and the term of at least one class has to expire every two years (section 15A:6-4(a)).
- Term limits
- Not specified by statute.
- Quorum
- A majority of the entire board, or of any committee, unless the certificate of incorporation or bylaws set a greater or lesser number. A lesser number may never be below the greater of two persons or one-third of the entire board or committee, except that a one-trustee committee has a quorum of one. The act of the majority present at a meeting where a quorum is present is the act of the board, and any action that required a greater than majority vote may only be rescinded or modified by a like vote (section 15A:6-7).
- Annual meeting
- If trustees are elected by the members, the certificate of incorporation or bylaws may set the members' meeting every two years, and if they are silent the meeting is annual (section 15A:6-3(a) and section 15A:5-2(a)). Missing the date does not invalidate corporate acts or forfeit the corporation, but if the meeting is more than 30 days late, or more than 13 months have passed since the last annual meeting or 25 months since the last biennial one, the Superior Court may order the meeting or the election on application of a member (section 15A:5-2(b)).
- Conflict of interest
- Section 15A:6-8 is written more tightly than the usual version of this rule. A contract between the corporation and a trustee, or with an organization in which a trustee is interested, is not void or voidable solely for that reason if the contract is fair and reasonable to the corporation when authorized, approved, or ratified, and in addition either the interest is disclosed or known to the board or committee and it approves the contract by unanimous written consent with at least one consenting trustee disinterested or by affirmative vote of a majority of the disinterested trustees even if fewer than a quorum, or the interest is disclosed or known to the members and they approve it. Interested trustees may still be counted toward the quorum. Section 15A:6-8(c) lets the board set reasonable compensation for trustees by an affirmative vote of a majority of trustees in office, regardless of their personal interest, unless the bylaws require member approval.
- Removing a director
- The default in New Jersey is removal for cause. Where members elect trustees, one or more or all of them may be removed for cause by a majority of the votes cast by members entitled to vote for trustees. Removal without cause is available only if the certificate of incorporation or bylaws provide for it, and the board may remove or suspend trustees for cause only if those documents grant that power. Where the board elects trustees, one or more but not all may be removed for cause by an affirmative vote of a majority of all trustees. The Superior Court may review a removal or suspension for cause, and board actions taken while a trustee was suspended or removed stay valid even if the removal is later undone (section 15A:6-6).
- Recurring state filing
- An annual report goes to the State Treasurer, through the Division of Revenue and Enterprise Services, listing the corporation's name, its registered office and registered agent, and the names and addresses of its trustees and officers, using each person's home address or another address where that person regularly receives mail rather than the corporation's address (section 15A:4-5(a)). The Treasurer assigns each corporation a filing date, gives at least 60 days notice, and the report is filed within 30 days before or after that date. Miss it two years running and the certificate of incorporation can be revoked after written demand, with 60 days to cure. Charities that solicit contributions register separately with the Attorney General under the Charitable Registration and Investigation Act (N.J.S.A. sections 45:17A-18 and following).
What's particular to New Jersey
New Jersey does not call them directors. Title 15A calls them trustees throughout, and the board is the board of trustees. Bylaws, minutes, and filings that say "director" are not invalid, but the annual report form, the statute, and the case law all use the other word, so expect the mismatch.
The conflict of interest test here is conjunctive where most states make it a choice. Under section 15A:6-8 the transaction must be fair and reasonable to the corporation and it must clear a disclosure and approval step. In states that follow the Model Act, showing the deal was fair is by itself enough to save it. In New Jersey fairness alone does not.
Removing a trustee without cause is not a default power in New Jersey. Section 15A:6-6 gives members a for-cause removal right by majority of votes cast, and it only permits removal without cause if the certificate of incorporation or bylaws say so. If your board wants that option, it has to be written in before you need it. New Jersey also lets the Superior Court review any for-cause removal or suspension.
If the bylaws do not set a time for the annual or biennial members' meeting, section 15A:5-2(b) sets it for you: noon on the first Tuesday of April. New Jersey also allows the whole election cycle to run every two years instead of every year, if the certificate or bylaws provide for it.
This is a summary, not legal advice.
We cite the statute so you can read it yourself, and we last checked these on September 2, 2026. Statutes change, courts interpret them, and your own bylaws may impose stricter rules than the state does. Before you rely on any of this for a decision that matters, have a lawyer licensed in New Jersey review it.
Knowing the rule is the easy part.
Staying compliant means knowing whose term ends in March, whether you'll still have quorum after it does, and who hasn't signed this year's conflict of interest form. Board Manager tracks all three and tells you before they become a problem.
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