Thursday April 02, 2026
What is the New Jersey Nonprofit Corporation Act?
The New Jersey Nonprofit Corporation Act (N.J.S.A. 15A:1-1 and following) is New Jersey’s rulebook for nonprofit corporations. It sets baseline standards for how boards operate, how members exercise rights, and what corporate records must be kept. Many New Jersey associations are nonprofit corporations, so these rules often fill in gaps when governing documents or other New Jersey HOA laws are silent.Board member duties under the act
N.J.S.A. 15A:6-14 says board members (called “trustees” in the Act) must act in “good faith” and with reasonable care, skill, and diligence.It also gives protection when board members rely in good faith on the association’s attorney, CPA reports, or financial information provided by the appropriate officers. In plain terms: use a reasonable process and document it.
Who can serve on the board
N.J.S.A. 15A:6-1 says board members must be at least 18 years old, and they do not have to be New Jersey residents, U.S. citizens, or even members unless your certificate of incorporation or bylaws require it. Your governing documents may add other qualifications, so it’s important to review them when recruiting or vetting candidates.Minimum number of board members
N.J.S.A. 15A:6-2 says a nonprofit corporation must have at least three board members. Your bylaws should state the board size, or a minimum and maximum range with a method for setting the current number. If you are operating with fewer than three board members, work with your property management company and legal counsel on the cleanest path back to compliance.Corporate records and inspection
N.J.S.A. 15A:5-24 says the corporation must keep accounting records and minutes for member and board proceedings. It also sets member inspection rights, including access to certain membership records within 10 days after a proper written demand by an eligible member. The statute also lets members request the preceding fiscal year’s balance sheet and income and expense statement. Good recordkeeping makes everything else easier.Conflicts of interest
N.J.S.A. 15A:6-8 says a contract or transaction is not automatically invalid just because a board member has an interest. The key standards are disclosure and fairness. The transaction must be “fair and reasonable” at the time of approval, and it generally must be approved by disinterested board members (or by the members, if applicable). It’s important to put the disclosure and approval in the minutes for posterity.Committees
N.J.S.A. 15A:6-9 allows boards to form committees made up of board members and delegate authority to them. The statute also draws clear boundaries. Committees cannot amend bylaws, elect or appoint board members, remove officers or board members, send member approval items to the membership, or undo prior board resolutions. Committee actions should be reported back to the board so the record stays clear.Officers and authority
N.J.S.A. 15A:6-15 says officers have the authority and duties stated in the bylaws or set by board resolution, as long as the resolution does not conflict with the bylaws. This is why clear officer job descriptions matter. When the board documents who can sign, approve, and manage day-to-day items, it can help reduce confusion with vetting vendors and banks.Indemnification and insurance
N.J.S.A. 15A:3-4 allows a nonprofit to indemnify board members and officers in many situations if they acted in good faith and in the corporation’s best interests (or, at least, not in opposition to them). It also requires indemnification for a corporate agent who is successful in defending certain proceedings, and it allows the corporation to purchase insurance to protect corporate agents. Many associations pair this with D&O coverage.Board quorum
N.J.S.A. 15A:6-7 says a quorum is usually a majority of the full board, unless your documents set a different number (with minimum limits). Once a quorum is present, board action is typically a majority vote of those present. The statute also allows the board to act without a meeting by unanimous written consent, with the consents filed with the minutes.Remote board participation
N.J.S.A. 15A:6-10 allows board members to participate by conference call or other technology if everyone can hear each other at the same time, unless the governing documents prohibit it. The Act also points boards back to the bylaws for regular and special meeting notice rules. If you meet remotely, keep the same structure you would in person for consistency.Member meeting notice
N.J.S.A. 15A:5-4 says member meeting notices must be sent 10 to 60 days before the meeting and include the time, place, and purposes of the meeting. If the board has allowed members to participate remotely, the notice must describe the means of remote communication to be used. Clear notices reduce challenges and help members feel informed, especially when elections or major projects are on the agenda.Member action without a meeting
N.J.S.A. 15A:5-6 allows members to approve certain actions by written consent without holding a meeting, unless the governing documents restrict it. For many actions, it requires advance notice to other members and a short waiting period before the action can be finalized. The signed consents (or an inspectors’ report) must be filed with the membership minutes.About FirstService Residential
FirstService Residential supports New Jersey communities with local expertise backed by national resources. Our teams help boards stay organized with governance support, recordkeeping systems, financial management, vendor coordination, 24/7 customer care teams, and resident communication.We help boards apply consistent processes that align with their documents and New Jersey law, so board members can focus on long-term goals instead of day-to-day administration.
Contact a member of our team today to learn more about how we can support your community.
This information is provided for general informational purposes only and is not intended to constitute, and should not be relied upon as, legal, regulatory, financial, or operational advice, or as a representation or guarantee of any specific services, capabilities, or outcomes. Property management needs, regulatory requirements, market conditions, and available services vary by jurisdiction, property type, and community. FirstService Residential provides services through locally based affiliates and associates, and services and results may vary by community, region, contractual terms, and applicable law.