N.J. Stat. Ann. § 17:9A-78

By-laws shall not be made, altered or repealed by the stockholders except at an annual or special meeting of the stockholders by the affirmative vote of the holders of a majority of the capital stock of the bank entitled to vote at such meeting. By-laws shall not be made, altered or repealed by the board of directors except by the affirmative vote of a majority of the whole board at any regular or special meeting of the board of directors, and unless at least two days prior written notice of the intended action shall have been given to the directors. Such notice may be waived by a director at or prior to the meeting.