(1) An agreement among the shareholders of a corporation entered into after December 31, 1993, that is inconsistent with one or more other provisions of this chapter is effective among the shareholders and the corporation, and binding on the board of directors, if the agreement complies with this section and it:
(a) Restricts the discretion or powers of the board of directors;
(b) Establishes who shall be directors or officers of the corporation or establishes their terms of office or manner of selection or removal;
(c) 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;
(d) 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; or
(e) 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.
(2) An agreement authorized by this section shall be:
(a) Set forth:
(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;
(b) Subject to amendment only by all persons who are shareholders at the time of the amendment, unless the agreement provides otherwise; and
(c) Valid for 10 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 ORS 60.164 (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 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:
(a) Ninety days after notice from the corporation or the seller to the purchaser of the existence of the agreement describing the rights of a purchaser without knowledge of the existence of the agreement, and stating that failure to timely exercise rescission rights will result in their termination;
(b) One year after discovery of the existence of the agreement; or
(c) Three 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 quoted on the National Association of Securities Dealers, Inc. Automated Quotation System. If the agreement ceases to be effective for any reason and is contained or referred to in the corporation’s articles of incorporation or bylaws, the board of directors may adopt, without shareholder action, an amendment to the articles of incorporation or bylaws 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. [1993 c.403 §12]
DIRECTORS AND OFFICERS
(Board of Directors)
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