New Jersey Statutes Title 15A. Corporations, Nonprofit 15A § 2-10

a. The initial bylaws of a corporation shall be adopted by the board at its organization meeting.  Thereafter, the board shall have the power to make, alter and repeal bylaws unless that power is reserved to the members in the certificate of incorporation or the bylaws, but bylaws made by the board may be altered or repealed, and new bylaws may be made, by the members.  The members may prescribe in the bylaws that any bylaw made by them shall not be altered or repealed by the board.

b. For purposes of this act, the initial bylaws of a corporation adopted by the board at its organization meeting shall be deemed to have been adopted by the members, if the certificate of incorporation provides for members.

c. Any provision which this act requires or permits to be set forth in the bylaws may be set forth in the certificate of incorporation.