N.J.S.A. 17:12B-38 — By-laws

17:12B-38. By-laws Each State association shall adopt such by-laws as may be required by the provisions of this act and as it may deem necessary or desirable for the regulation of its business and affairs and for the attainment of its purposes, consistent with the provisions of this act, and may change the same from time to time. Copies of the by-laws and changes therein shall be made available to each member. The original by-laws of any State association hereafter incorporated shall be adopted by the incorporators. Changes in the by-laws may be adopted by the board or by the members as may be provided in the by-laws. The term "constitution" as used by any State association heretofore incorporated, shall be construed to be synonymous with the term "by-laws" as used in this act. L.1963, c. 144, s. 38. 17:12B-38.1. Association official immunity An 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 members for damages for breach of any duty owed to the association or its members, 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 members; 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 members 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 members. 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. 13; amended 1989,c.17,s.9.

This is the verbatim text of N.J.S.A. 17:12B-38, retrieved from the New Jersey Legislature's public statute corpus. Statutes are amended periodically — for the most current version, check the external source link above. Kyzer is not a law firm and this page is not legal advice.