§ 17-17-120 — Shareholder agreements

(a) 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.
(b) An agreement authorized by this section is effective
although:
(i) It eliminates a board of directors;
(ii) It restricts the discretion or powers of the
board or authorizes director proxies or weighted voting rights;
(iii) Its effect is to treat the corporation as a
partnership; or
(iv) It creates a relationship among the shareholders
or between the shareholders and the corporation that would
otherwise be appropriate only among partners.
(c) If the corporation has a board of directors, an
agreement authorized by this 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.
(d) A provision eliminating a board of directors in an
agreement authorized by this section is not effective unless the
articles of incorporation contain a statement to that effect as
required by W.S. 17-17-121.
(e) A provision entitling one (1) or more shareholders to
dissolve the corporation under W.S. 17-17-133 is effective only
if a statement of this right is contained in the articles of
incorporation.
(f) To amend an agreement authorized by this section, all
the shareholders must approve the amendment in writing unless
the agreement provides otherwise.
(g) Subscribers for shares may act as shareholders with
respect to an agreement authorized by this section if shares are
not issued when the agreement was made.
(h) This section does not prohibit any other agreement
between or among shareholders in a statutory close corporation.