17-7210.   Agreement of stockholders to restrict discretion or powers ofboard of directors of close corporation.A written agreement among the stockholders of a close corporationholding a majority of the outstanding stock entitled to vote, whethersolely among themselves or with a party not a stockholder, is not invalid,as between the parties to the agreement, on the ground that it so relatesto the conduct of the business and affairs of the corporation as torestrict or interfere with the discretion or powers of the board ofdirectors. The effect of any such agreement shall be to relieve thedirectors and impose upon the stockholders who are parties to the agreementthe liability for managerial acts or omissions which is imposed ondirectors, to the extent and so long as the discretion or powers of theboard in its management of corporate affairs is controlled by suchagreement.

      History:   L. 1972, ch. 52, § 134; July 1.