17-7210


Chapter 17.--CORPORATIONS


Article 72.--CLOSE CORPORATIONS

     
17-7210.   Agreement of stockholders to restrict discretion or powers of
board of directors of close corporation.

A written agreement among the stockholders of a close corporation
holding a majority of the outstanding stock entitled to vote, whether
solely 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 relates
to the conduct of the business and affairs of the corporation as to
restrict or interfere with the discretion or powers of the board of
directors. The effect of any such agreement shall be to relieve the
directors and impose upon the stockholders who are parties to the agreement
the liability for managerial acts or omissions which is imposed on
directors, to the extent and so long as the discretion or powers of the
board in its management of corporate affairs is controlled by such
agreement.

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