Guam § 28719 - Shareholder Agreements.

§ 28719. Shareholder Agreements.

(a) 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 Act in that it:

(1) eliminates the board of directors or restricts the discretion or

powers of the board of directors;

(2) governs the authorization or making of distributions whether or

not in proportion to ownership of shares, subject the limitations in §

28616;

(3) establishes who shall be directors or officers of the corporation,

or their terms of office or manner of selection or removal;

(4) 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;

(5) 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;

(6) 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;

(7) 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; or

(8) 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.

(b) An agreement authorized by this section shall be:

(1) set forth:

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(A) in the articles of incorporation or bylaws and approved by

all persons who are shareholders at the time of the agreement or

(B) 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;

(2) subject to amendment only by all persons who are shareholders

at the time of the amendment, unless the agreement provides otherwise;

and

(3) valid for 10 years, unless the agreement provides otherwise.

(c) 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 § 28611 (b). 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 rescission 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 rescission authorized by this subsection

must be commenced within the earlier of 90 days after discovery of the

existence of the agreement or two years after the time of purchase of the

shares.

(d) 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.

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(e) 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.

(f) 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.

(g) 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.

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SUBARTICLE A

DERIVATIVE PROCEEDINGS