§414-163  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 this chapter in that it:



(1)  Eliminates the board of directors or 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
limitations in section 414-111, including without limitation the elimination,
restriction, or expansion of dissenter's rights;



(3)  Establishes who shall be directors or officers of
the corporation, or their terms of office or 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 without
limitation, the use of weighted voting rights or director proxies, or the
validity and enforceability of actions that are approved by the directors or
shareholders of a corporation, as applicable, in writing, without a meeting,
and with the written consent of less than all the directors or shareholders
entitled to vote on any such action.  An agreement covered under this paragraph
may include an agreement to permit any action required or permitted by this
chapter to be taken at a shareholders' meeting to be taken without a meeting;
provided that consents in writing, setting forth the action so taken, shall be
signed or given by electronic transmission by the holders of the outstanding
shares entitled to vote on the action having not less than the minimum number
of votes that would be necessary to authorize or take such action at a meeting
at which all shares entitled to vote thereon were present and voted,
notwithstanding section 414-124;



(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 upon the occurrence of a specified
event or contingency; or



(8)  Otherwise governs the exercise of the corporate
powers or the management of the business and affairs of the corporation or
the relationship among the shareholders, the directors, and the corporation, or
among any of them, and is not contrary to public policy.



(b)  An agreement authorized by this section
shall be:



(1)  Set forth:



(A)  In the articles of incorporation or bylaws
and approved by all persons who are shareholders at the time of the agreement;
or



(B)  In a written agreement that is signed by
all persons who are shareholders at the time of the agreement and is made known
to the corporation;



(2)  Subject to amendment 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, in which case the agreement may be valid for a longer or
shorter term than ten years, or perpetually; and



(4)  Enforceable against the corporation and all
present and future shareholders of the corporation, including persons who
become shareholders subsequent to the approval or execution of the agreement
and who did not approve or execute the agreement.



(c)  The existence of an agreement authorized
by this section shall be noted conspicuously in the corporation's articles of
incorporation, on the front or back of each certificate for outstanding shares,
or on the information statement required by section 414-87(b).  If, at the time
of the agreement, the corporation has shares outstanding represented by
certificates and the existence of the agreement is not noted in the
corporation's articles of incorporation in compliance with this subsection, the
corporation shall recall the outstanding certificates and issue substitute certificates
that comply with this subsection.  The failure to note the existence of the
agreement in the articles of incorporation, on the certificate, or on the
information statement shall 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, shall be
entitled to rescission of the purchase.  A purchaser shall not be entitled to
rescission as described in the preceding sentence if, at the time of purchase,
the existence of the agreement is noted in the articles of incorporation, on
the certificate for the shares, or on the information statement for the shares,
in compliance with this subsection and, if the shares are not represented by a
certificate and the existence of the agreement is not noted in the articles of
incorporation in compliance with this subsection, the information statement is
delivered to the purchaser at or prior to the time of purchase of the shares. 
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 purchase of the shares.



(d)  An agreement authorized by this section
shall cease to be effective when shares of the corporation are listed on a
national securities exchange or 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 authorized by this section
that limits the discretion or powers of the board of directors shall relieve
the directors of, and impose upon the person or persons in whom the 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 shall not be 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. [L 2000, c 244, pt of
§1; am L 2004, c 121, §6]