10-3732

10-3732. Member agreements

A. An agreement among the members of a corporation that complies with this section
is effective among the members and the corporation even though it is inconsistent with
one or more other provisions of chapters 24 through 40 of this title if it meets any of
the following conditions:

1. Restricts the discretion or powers of the board of directors.

2. Governs the authorization or making of distributions whether or not in
proportion to ownership of memberships, subject to the limitations in sections 10-11301
and 10-11302.

3. Establishes who shall be directors or officers of the corporation, their terms
and conditions of office or employment or their manner of selection or removal.

4. Governs, in general or in regard to specific matters, the exercise or division
of voting power by or between the members and directors or by or among any of them,
including use of weighted voting rights or director proxies.

5. Establishes the terms and conditions of any agreement for the transfer or use of
property or the provision of services between the corporation and any member, director,
officer or employee of the corporation or among any of them.

6. Transfers to one or more members or other persons all or part of the authority
to exercise the corporate powers or to manage the affairs of the corporation, including
the resolution of any issue about which there exists a deadlock among directors or
members.

7. Requires dissolution of the corporation at the request of one or more of the
members or on the occurrence of a specified event or contingency.

8. Establishes the terms and conditions of employment of members.

9. Addresses the use of arbitration or other forms of dispute resolution to resolve
disputes among members.

10. Restricts the transfer of memberships.

11. Otherwise governs the exercise of the corporate powers or the management of the
affairs of the corporation, its liquidation and dissolution or the relationship among the
members, the directors and the corporation, or among any of them.

B. An agreement authorized by this section shall be:

1. Set forth either:

(a) In the articles of incorporation or bylaws and approved by all persons who are
members at the time of the agreement.

(b) In a written agreement that is signed by all persons who are members at the
time of the agreement and that is filed with the corporation.

2. Subject to amendment or termination only by all persons who are members at the
time of the amendment, unless the agreement provides otherwise.

3. Valid for the duration of the corporation's existence, unless the agreement
provides otherwise.

C. An agreement authorized by this section is enforceable by any party to the
agreement against any other party to the agreement. The existence of an agreement
authorized by this section shall be noted conspicuously in an information statement
provided to any person who becomes a member and who was not a signatory of the
agreement. The failure to note the existence of the agreement in the information
statement does not affect the validity of the agreement or any action taken pursuant to
it. Any transferee of a membership who at the time of transfer did not have knowledge of
the existence of the agreement is entitled to rescission of the membership. A transferee
shall be deemed to have knowledge of the existence of the agreement if its existence is
noted in the information statement in compliance with this subsection and the information
is delivered to the transferee at or before the time of transfer of the membership or the
transferee has actual notice of the existence of the agreement at the time of
transfer. An action to enforce the right of rescission authorized by this subsection
must be commenced within the earlier of ninety days after discovery of the existence of
the agreement or two years after the time of the transfer of the membership.

D. If the agreement ceases to be effective for any reason, the board of directors,
if the agreement is contained or referred to in the corporation's articles of
incorporation or bylaws, may adopt an amendment to the articles of incorporation or
bylaws, without shareholder action, to delete the agreement and any references to it.

E. An agreement that is authorized by this section and that limits the discretion
or powers of the board of directors relieves the directors of and imposes on the person
or persons in whom such discretion or powers are vested liability for acts or omissions
imposed by law on directors to the extent that the discretion or powers of the directors
are limited by the agreement.

F. The existence or performance of an agreement authorized by this section is not a
ground for imposing personal liability on any member for the acts or debts of the
corporation even if the agreement or its performance treats the corporation as if it were
an unincorporated association or results in failure to observe the corporate formalities
otherwise applicable to the matters governed by the agreement.

G. Incorporators may act as members with respect to an agreement authorized by this
section if no members have been admitted when the agreement is made.

H. This section does not apply to, limit or invalidate agreements that are
otherwise valid or authorized without regard to this section, including without
limitation member agreements between or among some or all of the members or agreements
between or among the corporation and one or more members. The procedure set forth in
this section is not the exclusive method of agreement among members or among members and
the corporation with respect to any of the matters described in this section.