10-732

10-732. Shareholder agreements

A. An agreement among the shareholders of a corporation that complies with this
section is effective among the shareholders and the corporation even though it is
inconsistent with one or more other provisions of chapters 1 through 17 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 shares, subject to the limitations in section 10-640.

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 shareholders 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 shareholder,
director, officer or employee of the corporation or among any of them.

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

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

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

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

10. Restricts the transfer of shares.

11. Otherwise governs the exercise of the corporate powers or the management of the
business and affairs of the corporation, its liquidation and dissolution or the
relationship among the shareholders, 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
shareholders at the time of the agreement.

(b) In a written agreement that is signed by all persons who are shareholders 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 shareholders at
the time of the amendment, unless the agreement provides otherwise.

3. Valid for ten years, 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 on the front or back of each
certificate for outstanding shares or on the information statement required by section
10-626, subsection B. The failure to note the existence of the agreement on the
certificate or information statement does not affect the validity of the agreement or any
action taken pursuant to it. Any purchaser of shares who at the time of purchase did not
have knowledge of the existence of the agreement is entitled to rescission of the
purchase. A purchaser shall be deemed to have knowledge of the existence of the
agreement if its existence is noted on the certificate or information statement for the
shares in compliance with this subsection and, if the shares are not represented by a
certificate, the information statement is delivered to the purchaser at or before the
time of purchase of the shares or the purchaser has actual notice of the existence of the
agreement at the time of purchase. 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 purchase
of the shares.

D. An agreement authorized by this section ceases to be effective when shares of
the corporation are listed on a national securities exchange or are regularly traded in a
market maintained by one or more members of a national or affiliated securities
association. 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 shareholder for the acts or debts of the
corporation even if the agreement or its performance treats the corporation as if it were
a partnership or results in failure to observe the corporate formalities otherwise
applicable to the matters governed by the agreement.

G. Incorporators or subscribers for shares may act as shareholders with respect to
an agreement authorized by this section if no shares have been issued 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 shareholder agreements between or among some or all of the shareholders or
agreements between or among the corporation and one or more shareholders. The procedure
set forth in this section is not the exclusive method of agreement among shareholders or
among shareholders and the corporation with respect to any of the matters described in
this section.