8.10.160 Shareholder agreements.
(a) The shareholders of a corporation formed under the Yurok Tribe Business Corporations Code may, by consensus, enter into one or more written agreements to regulate the exercise of the corporate powers and manage the business of the corporation, or the relations among the shareholders.
(b) Any agreement authorized by this section shall be valid and enforceable according to its terms, notwithstanding:
(1) Elimination of the board of directors;
(2) Any restriction on the discretion or powers of the board of directors;
(3) Any proxy or weighted voting rights given to directors;
(4) That the effect of the agreement is to treat the corporation as if it were a partnership; and relations among shareholders, or between shareholders and the corporation, would otherwise be appropriate only among partners.
(c) If the corporation has a board of directors, the effect of an agreement authorized by this section that restricts the board’s discretionary powers shall be to relieve the directors of liability for acts or omissions imposed by law on the directors, and impose liability instead upon the person or persons on whom such discretion or powers have vested under the agreement.
(d) Any election not to have a board of directors in the form of an agreement authorized by this section shall not be valid unless the articles of incorporation expressly contain a statement to that effect in accordance with YTC 8.10.150.
(e) A shareholder agreement authorized by this section shall not be amended except by the unanimous written consent of all shareholders unless otherwise provided in the agreement.
(f) Any action shareholders are permitted to take under this section may be taken by subscribers to shares of the corporation, if no shares have been issued at the time of the agreement.
(g) All provisions otherwise required to be stated in corporate bylaws may be contained, and be accorded equal effect, in a shareholder agreement.
(h) This section shall neither prohibit, nor serve as a bar to, any other agreement among two or more shareholders not otherwise prohibited by law. [Ord. 18 Part II § 16, adopted, 10/7/2008.]