(a) An agreementbetween two or more shareholders, if in writing and signed by the partiesthereto, may provide that in the exercise of any voting rights of shares heldby the parties, including any vote with respect to directors, such shares shallbe voted as provided by the agreement, or as the parties may agree, or asdetermined in accordance with any procedure (including arbitration) specifiedin the agreement. Such agreement shall be valid as between the parties theretofor not more than 10 years from the date of its execution. A voting agreementcreated under this section may be extended or renewed in like manner as avoting trust may be extended or renewed as provided by G.S. 55‑7‑30(c), but is not otherwise subject to the provisions of G.S. 55‑7‑30.
(b) Except in the caseof a public corporation, no written agreement to which all of the shareholdershave actually assented, whether embodied in the articles of incorporation orbylaws or in any side agreement in writing and signed by all the partiesthereto, and which relates to any phase of the affairs of the corporation,whether to the management of its business or division of its profits orotherwise, shall be invalid as between the parties thereto, on the ground thatit is an attempt by the parties thereto to treat the corporation as if it werea partnership or to arrange their relationships in a manner that would beappropriate between partners. A transferee of shares covered by such agreementwho acquires them with knowledge thereof is bound by its provisions.
(c) A written agreementbetween all or less than all of the shareholders, whether solely betweenthemselves or between one or more of them and a party who is not a shareholder,is not invalid as between the parties thereto on the ground that it so relatesto the conduct of the affairs of the corporation as to interfere with thediscretion of the board of directors. The effect of any such agreement shallbe to relieve the directors and impose upon the shareholders who are parties tothe agreement the liability for managerial acts or omissions which is imposedon directors to the extent and so long as the discretion or powers of the boardin its management of corporate affairs is controlled by such agreement. (1955,c. 1371, s. 1; 1973, c. 469, s. 29; 1981 (Reg. Sess., 1982), c. 1163; 1989, c.265, s. 1.)
(a) An agreementbetween two or more shareholders, if in writing and signed by the partiesthereto, may provide that in the exercise of any voting rights of shares heldby the parties, including any vote with respect to directors, such shares shallbe voted as provided by the agreement, or as the parties may agree, or asdetermined in accordance with any procedure (including arbitration) specifiedin the agreement. Such agreement shall be valid as between the parties theretofor not more than 10 years from the date of its execution. A voting agreementcreated under this section may be extended or renewed in like manner as avoting trust may be extended or renewed as provided by G.S. 55‑7‑30(c), but is not otherwise subject to the provisions of G.S. 55‑7‑30.
(b) Except in the caseof a public corporation, no written agreement to which all of the shareholdershave actually assented, whether embodied in the articles of incorporation orbylaws or in any side agreement in writing and signed by all the partiesthereto, and which relates to any phase of the affairs of the corporation,whether to the management of its business or division of its profits orotherwise, shall be invalid as between the parties thereto, on the ground thatit is an attempt by the parties thereto to treat the corporation as if it werea partnership or to arrange their relationships in a manner that would beappropriate between partners. A transferee of shares covered by such agreementwho acquires them with knowledge thereof is bound by its provisions.
(c) A written agreementbetween all or less than all of the shareholders, whether solely betweenthemselves or between one or more of them and a party who is not a shareholder,is not invalid as between the parties thereto on the ground that it so relatesto the conduct of the affairs of the corporation as to interfere with thediscretion of the board of directors. The effect of any such agreement shallbe to relieve the directors and impose upon the shareholders who are parties tothe agreement the liability for managerial acts or omissions which is imposedon directors to the extent and so long as the discretion or powers of the boardin its management of corporate affairs is controlled by such agreement. (1955,c. 1371, s. 1; 1973, c. 469, s. 29; 1981 (Reg. Sess., 1982), c. 1163; 1989, c.265, s. 1.)
(a) An agreementbetween two or more shareholders, if in writing and signed by the partiesthereto, may provide that in the exercise of any voting rights of shares heldby the parties, including any vote with respect to directors, such shares shallbe voted as provided by the agreement, or as the parties may agree, or asdetermined in accordance with any procedure (including arbitration) specifiedin the agreement. Such agreement shall be valid as between the parties theretofor not more than 10 years from the date of its execution. A voting agreementcreated under this section may be extended or renewed in like manner as avoting trust may be extended or renewed as provided by G.S. 55‑7‑30(c), but is not otherwise subject to the provisions of G.S. 55‑7‑30.
(b) Except in the caseof a public corporation, no written agreement to which all of the shareholdershave actually assented, whether embodied in the articles of incorporation orbylaws or in any side agreement in writing and signed by all the partiesthereto, and which relates to any phase of the affairs of the corporation,whether to the management of its business or division of its profits orotherwise, shall be invalid as between the parties thereto, on the ground thatit is an attempt by the parties thereto to treat the corporation as if it werea partnership or to arrange their relationships in a manner that would beappropriate between partners. A transferee of shares covered by such agreementwho acquires them with knowledge thereof is bound by its provisions.
(c) A written agreementbetween all or less than all of the shareholders, whether solely betweenthemselves or between one or more of them and a party who is not a shareholder,is not invalid as between the parties thereto on the ground that it so relatesto the conduct of the affairs of the corporation as to interfere with thediscretion of the board of directors. The effect of any such agreement shallbe to relieve the directors and impose upon the shareholders who are parties tothe agreement the liability for managerial acts or omissions which is imposedon directors to the extent and so long as the discretion or powers of the boardin its management of corporate affairs is controlled by such agreement. (1955,c. 1371, s. 1; 1973, c. 469, s. 29; 1981 (Reg. Sess., 1982), c. 1163; 1989, c.265, s. 1.)
