[§414-88]  Restriction on transfer of shares
and other securities.  (a)  The articles of incorporation, bylaws, an
agreement among shareholders, or an agreement between shareholders and the
corporation may impose restrictions on the transfer or registration of transfer
of shares of the corporation.  A restriction does not affect shares issued
before the restriction was adopted unless the holders of the shares are parties
to the restriction agreement or voted in favor of the restriction.



(b)  A restriction on the transfer or
registration of transfer of shares is valid and enforceable against the holder
or a transferee of the holder if the restriction is authorized by this section
and its existence is noted conspicuously on the front or back of the certificate
or is contained in the information statement required by section 414-87(b). 
Unless so noted, a restriction is not enforceable against a person without
knowledge of the restriction.



(c)  A restriction on the transfer or
registration of transfer of shares is authorized:



(1)  To maintain the corporation's status when it is
dependent on the number or identity of its shareholders;



(2)  To preserve exemptions under federal or state
securities law; or



(3)  For any other reasonable purpose.



(d)  A restriction on the transfer or
registration of transfer of shares may:



(1)  Obligate the shareholder first to offer the
corporation or other persons (separately, consecutively, or simultaneously) an
opportunity to acquire the restricted shares;



(2)  Obligate the corporation or other persons
(separately, consecutively, or simultaneously) to acquire the restricted
shares;



(3)  Require the corporation, the holders of any class
of its shares, or another person to approve the transfer of the restricted
shares, if the requirement is not manifestly unreasonable; or



(4)  Prohibit the transfer of the restricted shares to
designated persons or classes of persons, if the prohibition is not manifestly
unreasonable.



(e)  For purposes of this section,
"shares" includes a security convertible into or carrying a right to
subscribe for or acquire shares. [L 2000, c 244, pt of §1]