New Jersey § 17:9a-400

§ 17:9a-400.

a. The stockholders of a subsidiary capital stock savings bank shall have the power

to make, alter, and repeal bylaws. The directors of the mutual savings bank holding company which holds stock in the

subsidiary capital stock savings bank shall vote the shares held by the mutual savings

bank holding company. b. If the certificate of incorporation of the subsidiary capital stock savings bank

so provides, the directors of the subsidiary capital stock savings bank may have the

power to make, alter and repeal bylaws, but any exercise of this power by the board

of directors shall be subject to alteration or repeal by the stockholders. The bylaws may contain any provision not inconsistent with law for the regulation

of the affairs of the subsidiary capital stock savings bank. c. If a board of directors is empowered by the bylaws to make, alter, and repeal bylaws

it may not, however, exercise this power with respect to bylaws: (1) Fixing the number of directors of the subsidiary capital stock savings bank or

the manner and time of determining this number; (2) Establishing the requirement for calling a special meeting of the stockholders;

or (3) Setting forth the manner in which the bylaws may be made, altered, or repealed.