Georgia § 14-2-920 - Shareholder agreements.

§ 14-2-920. Shareholder agreements.

All the shareholders of a statutory close corporation may agree in writing to regulate the exercise of the corporate powers and the management of the business and affairs of the corporation or the relationship among the shareholders of the corporation. An agreement authorized by this Code section is effective although: It eliminates a board of directors; It restricts the discretion or powers of the board or authorizes director proxies or weighted voting rights; Its effect is to treat the corporation as a partnership; or It creates a relationship among the shareholders or between the shareholders and the corporation that would otherwise be appropriate only among partners. If the corporation has a board of directors, an agreement authorized by this Code section restricting the discretion or powers of the board relieves directors of liability imposed by law, and imposes that liability on each person in whom the board's discretion or power is vested, to the extent that the discretion or powers of the board of directors are governed by the agreement. A provision eliminating a board of directors in an agreement authorized by this Code section is not effective unless the articles of incorporation or bylaws approved by shareholders or an agreement among all the shareholders contains a statement to that effect as required by Code Section 14-2-922. A provision entitling one or more shareholders to dissolve the corporation under Code Section 14-2-933 is effective only if a statement of this right is contained in the articles of incorporation, a bylaw adopted by the shareholders, or an agreement among all the shareholders. To amend an agreement authorized by this Code section, all the shareholders must approve the amendment in writing unless the agreement provides otherwise. Subscribers for shares may act as shareholders with respect to an agreement authorized by this Code section if shares are not issued when the agreement is made. If the articles of incorporation, a bylaw adopted by the shareholders, or an agreement among all the shareholders provides that directors elected by the holders of a class or series of shares shall have more or less than one vote per director on any matter, every reference in this chapter to a majority or other proportion of directors shall refer to a majority or other proportion of the votes of such directors. This Code section does not prohibit any other agreement between or among shareholders in a statutory close corporation. (Code 1981, § 14-2-920 , enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1990, p. 257, § 8.)