490.732 - SHAREHOLDER AGREEMENTS.

        490.732  SHAREHOLDER AGREEMENTS.         1.  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 does one of the following:         a.  Eliminates the board of directors or restricts the      discretion or powers of the board of directors.         b.  Governs the authorization or making of distributions      whether or not in proportion to ownership of shares, subject to the      limitations in section 490.640.         c.  Establishes who shall be directors or officers of the      corporation, or their terms of office or manner of selection or      removal.         d.  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 use of weighted      voting rights or director proxies.         e.  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.         f.  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.         g.  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.         h.  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.         2.  An agreement authorized by this section must satisfy all of      the following requirements:         a.  Be set forth in one of the following places and manners:         (1)  The articles of incorporation or bylaws and approved by all      persons who are shareholders at the time of the agreement.         (2)  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.         b.  Be subject to amendment only by all persons who are      shareholders at the time of the amendment, unless the agreement      provides otherwise.         c.  Be valid for ten years, unless the agreement provides      otherwise.         3.  The existence of an agreement authorized by this section shall      be noted conspicuously on the front or back of each certificate for      outstanding shares or on the information statement required by      section 490.626, subsection 2.  If at the time of the agreement the      corporation has shares outstanding represented by certificates, 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 on the certificate or      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 recision of the purchase.  A purchaser      shall be deemed to have knowledge of the existence of the agreement      if its existence is noted on the certificate or information statement      for the shares in compliance with this subsection and, if the shares      are not represented by a certificate, 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 recision 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.         4.  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 may, if the agreement is contained or referred to in the      corporation's articles of incorporation or bylaws, adopt an amendment      to the articles of incorporation or bylaws, without shareholder      action, to delete the agreement and any references to it.         5.  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 such      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.         6.  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.         7.  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.  
         Section History: Recent Form
         2002 Acts, ch 1154, §22, 125; 2002 Acts, ch 1175, §88         Referred to in § 490.801, 534.504