This bill amends the New Jersey statute governing shareholder voting for actions other than the election of directors. It specifies that such actions must be authorized by a majority of votes cast at a shareholders' meeting, unless a greater vote is required by the corporation's certificate of incorporation or another section of the law. Notably, the bill allows for a voting requirement that permits actions to be authorized by a majority of the shares present or represented by proxy at the meeting, which can be established in the corporation's bylaws.

Additionally, the bill clarifies that the certificate of incorporation may stipulate that certain classes or series of shares must vote as a class to authorize actions, including amendments to the certificate itself. This class voting is in addition to any other voting requirements set forth in the law. The changes aim to provide greater flexibility in corporate governance and voting procedures, ensuring that the bylaws can dictate specific voting mechanisms. The act is set to take effect immediately upon enactment and will apply to votes occurring thereafter.