N.D. Cent. Code § 10-19.1-83

10-19.1-83. Shareholder control agreements

1. A written agreement among the shareholders of a corporation and the subscribers for

shares to be issued, relating to the control of any phase of the business and affairs of

the corporation, its liquidation and dissolution, or the relations among shareholders of

or subscribers to shares of the corporation is valid and specifically enforceable as

provided in subsections 2 and 3. The agreement may also include as parties persons

who are neither shareholders or subscribers.

2. A written agreement as described in subsection 1 which relates to the control of or the

liquidation and dissolution of the corporation, the relations among the shareholders

and subscribers, or any phase of the business and affairs of the corporation, including

the management of its business, the declaration and payment of distributions, the

election of directors or officers, the employment of shareholders and others by the

corporation, or the arbitration of disputes, is valid and specifically enforceable, if the

agreement is signed by all persons who, on the date the agreement first became

effective, are then the shareholders of the corporation, whether or not the

shareholders all have voting shares, and the subscribers for shares, whether or not

voting shares, to be issued. A written agreement as described in subsection 1 may

provide for its amendment through nonunanimous means.

3. The written agreement is enforceable by the persons described in subsection 1 who

are parties to the agreement and is binding upon and enforceable against only the

persons described in subsection 1 and other persons with knowledge of the existence

of the agreement. A signed original of the written agreement must be filed with the

corporation. The existence and location of a copy of the written agreement must be

noted conspicuously on the face or back of each certificate for shares issued by the

corporation and included in information sent to the holders of uncertificated shares

according to subsection 6 of section 10-19.1-66. A shareholder, a beneficial owner of

shares, or another person with a security interest in shares may obtain upon written

demand a copy of the agreement from the corporation at the expense of the

corporation.

4. If an agreement authorized by this section takes away from any person any of the

authority and responsibility which that person would otherwise possess under this

chapter, the effect of the agreement is also:

a. To relieve that person of liability imposed by law for acts and omissions in the

possession or exercise of that authority and responsibility; and

b. To impose that liability on the person or persons possessing the authority and

responsibility under the agreement.

5. A shareholder is not liable pursuant to subsection 4 by virtue of a shareholder vote, if

the shareholder had no right to vote on the action.

6. This section does not apply to, limit, or restrict agreements otherwise valid, nor is the

procedure set forth in this section the exclusive method of agreement among

shareholders or between the shareholders and the corporation with respect to any of

the matters described in this section.