New Jersey § 15a:5-12

§ 15a:5-12.

a. Whenever any action is to be authorized by the members of a corporation and the

certificate of incorporation or the bylaws require the affirmative vote of a greater

proportion of the votes cast by the members entitled to vote thereon, or by the members

of any class or series thereof than is required by this act with respect to the action,

the provisions of the certificate of incorporation or bylaws shall control. b. Whenever any action is to be authorized by two-thirds of the votes cast by members

of a corporation pursuant to this act, and the certificate of incorporation provides

for the affirmative vote of a lesser proportion of the votes cast by the members entitled

to vote thereon, or by the members of any class of members, but not less than a majority

thereof than is required by this act with respect to the action, the provisions of

the certificate of incorporation shall control. Any provision for lesser voting requirements may be set forth in the bylaws, and

the requirements shall control, if the certificate of incorporation provides that

the lesser voting requirements may be set forth in the bylaws. c. An amendment of the certificate of incorporation or bylaws which changes or deletes

greater or lesser voting provisions shall be authorized by the same vote as would

be required to take action under that provision. d. Any action required to be authorized by a vote of the members greater than a majority

shall be rescinded or modified only by a like vote.