if a statute requires an authorization or limitation to be set forth in the certificate of incorporation, an action setting it forth in the bylaws will be insufficient); Jones v. Wallace, 291 Or. 11, 628 P.2d 388, 391 (1981) (invalidating, pursuant to the Oregon Business Corporation Act, O.R.S. 57.165, a bylaw amendment altering the corporation’s shareholder-quorum requirement when no such amendment was made to the entity’s articles of incorporation). Allowing the Board to change the shareholder-quorum requirement through a bylaw amendment would effectively reduce the rights of shareholders without their consent or participation. We find such a result to run contrary to the Legislature’s intent in adopting the Act. See Vergopia v. Shaker, 191 N.J. 217, 235-36, 922 A.2d 1238 (2007) (<HOLDING>). Therefore, we reverse the motion judge’s
recognizing privilege for corporate officers directors and shareholders to influence the actions of their corporation holding a shareholders cause of action accrued for statute of limitations purposes when shareholders and directors of a company asserted a right to stock which was hostile to the plaintiffs claim to the stock holding only that although a party cannot interfere with its own contract a supervisor who is not an officer of a plaintiffs employer is not a party to the plaintiffs employment contract and therefore can interfere with it holding that where approval of the board of directors was not formally requested a demand would have been futile for it could hardly be expected that if approval of the board of directors were sought defendant who controlled 50 of the board would have authorized the action against himself holding that a board of directors cannot create bylaws that will substantially interfere with the statutory rights given to shareholders