Section 180.1823. Agreements among shareholders.

 

(1)  The shareholders of a statutory close corporation may, by unanimous action, enter into one or more written agreements to regulate the exercise of the corporate powers and the management of the business and affairs of the corporation or the relations among the shareholders of the corporation. Except as otherwise provided in an agreement authorized by this section, the terms of the agreement are binding on all successors in interest.

(2)  An agreement authorized by this section is valid and enforceable according to its terms even if the agreement does any of the following:

(a) Eliminates the board of directors, if sub. (4) is satisfied.

(b) Restricts the discretion or powers of the board of directors or authorizes director proxies or weighted voting rights.

(c) Has the effect of treating the statutory close corporation as a partnership.

(d) Creates a relationship among the shareholders or between the shareholders and the corporation that would otherwise be appropriate only among partners.

(3)  If the statutory close corporation has a board of directors, an agreement authorized by this section that restricts the discretion or powers of the directors relieves the directors of, and imposes upon each person in whom the directors' discretion or powers are vested, the liability for acts or omissions imposed by law upon directors, unless the agreement provides otherwise.

(4)  An election not to have a board of directors in an agreement authorized by this section is not valid unless the articles of incorporation contain a statement to that effect adopted under s. 180.1821 .

(5)  A shareholder agreement authorized by this section may not be amended except by the unanimous written consent of the shareholders, unless otherwise provided in the agreement.

(6)  Any action permitted by this section to be taken by shareholders may be taken by the subscribers for shares of the statutory close corporation if no shares have been issued at the time of the agreement authorized by this section.

(7)  This section does not prohibit any other agreement among 2 or more shareholders.

1989 a. 303 .