New Jersey Statutes 17:12B-250.1. Capital stock association official immunity
Current as of: 2023 | Check for updates
|
Other versions
Terms Used In New Jersey Statutes 17:12B-250.1
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
- person: includes corporations, companies, associations, societies, firms, partnerships and joint stock companies as well as individuals, unless restricted by the context to an individual as distinguished from a corporate entity or specifically restricted to one or some of the above enumerated synonyms and, when used to designate the owner of property which may be the subject of an offense, includes this State, the United States, any other State of the United States as defined infra and any foreign country or government lawfully owning or possessing property within this State. See New Jersey Statutes 1:1-2
- State: extends to and includes any State, territory or possession of the United States, the District of Columbia and the Canal Zone. See New Jersey Statutes 1:1-2
A capital stock association may with the approval of the commissioner, amend its certificate of incorporation or bylaws, by a two-thirds vote of its board present and voting at a duly convened regular or special meeting, to provide that a director or officer shall not be personally liable, or shall be liable only to the extent therein provided, to the association or its stockholders for damages for breach of any duty owed to the association or its stockholders, except that the provision shall not relieve a director or officer from liability for an act or omission: a. in breach of that person‘s duty of loyalty to the association or its stockholders; b. not in good faith or involving a knowing violation of law; or c. resulting in receipt by that person of an improper personal benefit. As used in this section, an act or omission in breach of a person’s duty of loyalty means an act or omission which that person knows or believes to be contrary to the best interests of the association or its stockholders in connection with a matter in which he has a material conflict of interest.
The commissioner shall approve the amendment unless he finds that it unreasonably affects the interest of the stockholders.
This section shall be applicable to federal associations, in addition to State associations, to the extent permitted by federal law.
L. 1987, c. 35, s. 15; amended 1989,c.17,s.10.