351.800. Shareholder agreements.
Shareholder agreements.
351.800. 1. All the shareholders of a statutory closecorporation may agree in writing to regulate the exercise of thecorporate powers and the management of the business and affairsof the corporation or the relationship among the shareholders ofthe corporation.
2. An agreement authorized by this section is effectivealthough:
(1) It eliminates a board of directors;
(2) It restricts the discretion of powers of the board ofdirectors or authorizes director proxies or weighted votingrights;
(3) Its effect is to treat the corporation as apartnership; or
(4) It creates a relationship among the shareholders orbetween the shareholders and the corporation that wouldotherwise be appropriate only among partners.
3. If the corporation has a board of directors, anagreement authorized by this section restricting the discretionor powers of the board relieves directors of liability imposedby law, and imposes that liability on each person in whom theboard's discretion or power is vested, to the extent that thediscretion or powers of the board of directors are governed bythe agreement.
4. A provision eliminating a board of directors in anagreement authorized by this section is not effective unless thearticles of incorporation contain a statement to that effect asrequired by section 351.805.
5. A provision entitling one or more shareholders todissolve the corporation under section 351.845 is effective onlyif a statement of this right is contained in the articles ofincorporation.
6. To amend an agreement authorized by this section, allthe shareholders shall approve the amendment in writing unlessthe agreement provides otherwise.
7. Subscribers for shares may act as shareholders withrespect to an agreement authorized by this section if shareswere not issued when the agreement was made.
8. This section does not prohibit any other agreementbetween or among shareholders in a statutory close corporation.
(L. 1990 H.B. 1432)