{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-852.1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-852.1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-852.1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-852.1.html"}],"law_id":77362,"edition_id":1,"section_id":77362,"structure_id":16749,"section_number":"13.1-852.1","catch_line":"Member or director agreements","history":"1991, c. 132; 1997, c. 217; 2007, c. 925; 2015, c. 611.","full_text":"A\n\nAn agreement among the members or the directors of a corporation that complies with this section is effective among the members or directors and the corporation, even though it is inconsistent with one or more other provisions of this chapter in that it:1\n\nEliminates the board of directors or, subject to the requirements of subsection A of § 13.1-872, one or more officers, or restricts the discretion or powers of the board of directors or any one or more officers;2\n\nEstablishes who shall be directors or officers of the corporation, or their terms of office or manner of selection or removal;3\n\nGoverns, in general or in regard to specific matters, the exercise or division of voting power by or between the members and directors or by or among any of them, including use of weighted voting rights or director proxies;4\n\nEstablishes the terms and conditions of any agreement for the transfer or use of property or the provision of services between the corporation and any member, director, officer or employee of the corporation, or among any of them;5\n\nTransfers to one or more members, directors 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 members;6\n\nRequires dissolution of the corporation at the request of one or more of the members, or directors, in the case of a corporation that has no members or in which the members have no voting rights, or upon the occurrence of a specified event or contingency; or7\n\nOtherwise governs the exercise of the corporate powers or the management of the business and affairs of the corporation or the relationship among the members, the directors and the corporation, or among any of them, and is not contrary to public policy.B\n\nAn agreement authorized by this section shall be:1\n\na. Set forth in the articles of incorporation or bylaws and approved by all persons who are members or, if there are no members or the corporation’s members do not have voting rights, by all persons who are directors at the time of the agreement; or\n\t\t\t\tb. Set forth in a written agreement that is signed by all persons who are members or, if there are no members or the corporation’s members do not have voting rights, by all persons who are directors at the time of the agreement;2\n\nSubject to amendment only by all persons who are members or, if the corporation’s members do not have voting rights, by all persons who are directors at the time of the amendment, unless the agreement provides otherwise; and3\n\nValid for an unlimited duration, if the agreement is set forth in the articles of incorporation or bylaws, unless the agreement shall be otherwise amended by the members or the directors, as the case may be; or if the agreement is set forth in a written agreement, as set forth in the agreement except that the duration of an agreement that became effective prior to July 1, 2015, remains 10 years unless the agreement provided otherwise or is subsequently amended to provide otherwise.C\n\nThe existence of an agreement authorized by this section shall be noted conspicuously on the front or back of each certificate evidencing membership, if any. The failure to note the existence of the agreement on the certificate shall not affect the validity of the agreement or any action taken pursuant to it.D\n\nAn agreement authorized by this section shall cease to be effective when the corporation has more than 300 members of record. 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 member action, to delete the agreement and any references to it.E\n\nAn 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\n\nThe existence or performance of an agreement authorized by this section shall not be a ground for imposing personal liability on any member 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 a failure to observe the corporate formalities otherwise applicable to the matters governed by the agreement.G\n\nIncorporators or subscribers for membership interests may act as members or directors with respect to an agreement authorized by this section if no members have been elected or appointed or, in the case of a corporation that has no members, no directors are elected or holding office when the agreement was made.H\n\nNo action taken pursuant to this section shall change any requirement to file articles or other documents with the Commission or affect the rights of any creditors or other third parties.I\n\nAn agreement among the members or the directors of a corporation that is consistent with the other provisions of this chapter that does not comply with the provisions of this section shall nonetheless be effective among the members, the directors, and the corporation.","order_by":null,"text":{"0":{"id":277456,"text":"An agreement among the members or the directors of a corporation that complies with this section is effective among the members or directors and the corporation, even though it is inconsistent with one or more other provisions of this chapter in that it:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":277457,"text":"Eliminates the board of directors or, subject to the requirements of subsection A of § 13.1-872, one or more officers, or restricts the discretion or powers of the board of directors or any one or more officers;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":277458,"text":"Establishes who shall be directors or officers of the corporation, or their terms of office or manner of selection or removal;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":277459,"text":"Governs, in general or in regard to specific matters, the exercise or division of voting power by or between the members and directors or by or among any of them, including use of weighted voting rights or director proxies;","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":277460,"text":"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 member, director, officer or employee of the corporation, or among any of them;","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"A5"},"5":{"id":277461,"text":"Transfers to one or more members, directors 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 members;","type":"section","prefixes":["A","5"],"prefix":"5","entire_prefix":"A5","prefix_anchor":"A5","level":2,"prior_prefix":"A4","next_prefix":"A6"},"6":{"id":277462,"text":"Requires dissolution of the corporation at the request of one or more of the members, or directors, in the case of a corporation that has no members or in which the members have no voting rights, or upon the occurrence of a specified event or contingency; or","type":"section","prefixes":["A","6"],"prefix":"6","entire_prefix":"A6","prefix_anchor":"A6","level":2,"prior_prefix":"A5","next_prefix":"A7"},"7":{"id":277463,"text":"Otherwise governs the exercise of the corporate powers or the management of the business and affairs of the corporation or the relationship among the members, the directors and the corporation, or among any of them, and is not contrary to public policy.","type":"section","prefixes":["A","7"],"prefix":"7","entire_prefix":"A7","prefix_anchor":"A7","level":2,"prior_prefix":"A6","next_prefix":"B"},"8":{"id":277464,"text":"An agreement authorized by this section shall be:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A7","next_prefix":"B1"},"9":{"id":277465,"text":"a. Set forth in the articles of incorporation or bylaws and approved by all persons who are members or, if there are no members or the corporation’s members do not have voting rights, by all persons who are directors at the time of the agreement; or\n\t\t\t\tb. Set forth in a written agreement that is signed by all persons who are members or, if there are no members or the corporation’s members do not have voting rights, by all persons who are directors at the time of the agreement;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"10":{"id":277466,"text":"Subject to amendment only by all persons who are members or, if the corporation’s members do not have voting rights, by all persons who are directors at the time of the amendment, unless the agreement provides otherwise; and","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"11":{"id":277467,"text":"Valid for an unlimited duration, if the agreement is set forth in the articles of incorporation or bylaws, unless the agreement shall be otherwise amended by the members or the directors, as the case may be; or if the agreement is set forth in a written agreement, as set forth in the agreement except that the duration of an agreement that became effective prior to July 1, 2015, remains 10 years unless the agreement provided otherwise or is subsequently amended to provide otherwise.","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"C"},"12":{"id":277468,"text":"The existence of an agreement authorized by this section shall be noted conspicuously on the front or back of each certificate evidencing membership, if any. The failure to note the existence of the agreement on the certificate shall not affect the validity of the agreement or any action taken pursuant to it.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B3","next_prefix":"D"},"13":{"id":277469,"text":"An agreement authorized by this section shall cease to be effective when the corporation has more than 300 members of record. 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 member action, to delete the agreement and any references to it.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"14":{"id":277470,"text":"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.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"F"},"15":{"id":277471,"text":"The existence or performance of an agreement authorized by this section shall not be a ground for imposing personal liability on any member 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 a failure to observe the corporate formalities otherwise applicable to the matters governed by the agreement.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E","next_prefix":"G"},"16":{"id":277472,"text":"Incorporators or subscribers for membership interests may act as members or directors with respect to an agreement authorized by this section if no members have been elected or appointed or, in the case of a corporation that has no members, no directors are elected or holding office when the agreement was made.","type":"section","prefixes":["G"],"prefix":"G","entire_prefix":"G","prefix_anchor":"G","level":1,"prior_prefix":"F","next_prefix":"H"},"17":{"id":277473,"text":"No action taken pursuant to this section shall change any requirement to file articles or other documents with the Commission or affect the rights of any creditors or other third parties.","type":"section","prefixes":["H"],"prefix":"H","entire_prefix":"H","prefix_anchor":"H","level":1,"prior_prefix":"G","next_prefix":"I"},"18":{"id":277474,"text":"An agreement among the members or the directors of a corporation that is consistent with the other provisions of this chapter that does not comply with the provisions of this section shall nonetheless be effective among the members, the directors, and the corporation.","type":"section","prefixes":["I"],"prefix":"I","entire_prefix":"I","prefix_anchor":"I","level":1,"prior_prefix":"H"}},"ancestry":[{"id":16749,"edition_id":1,"name":"Member or Director Agreements","identifier":"7.1","label":"article","depth":3,"order_by":1,"parent_id":13004,"metadata":{},"date_created":"2026-06-26 04:38:39","date_modified":"2026-06-26 04:38:39","permalink":{"id":148123,"object_type":"structure","relational_id":16749,"identifier":"7.1","token":"13.1\/10\/7.1","url":"\/13.1\/10\/7.1\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13004,"edition_id":1,"name":"Virginia Nonstock Corporation Act","identifier":"10","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:07","date_modified":"2026-06-26 03:44:07","permalink":{"id":147501,"object_type":"structure","relational_id":13004,"identifier":"10","token":"13.1\/10","url":"\/13.1\/10\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12744,"edition_id":1,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":147493,"object_type":"structure","relational_id":12744,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":77362,"structure_id":16749,"section_number":"13.1-852.1","catch_line":"Member or director agreements","url":"\/13.1-852.1\/","token":"13.1\/10\/7.1\/13.1-852.1","metadata":false},{"id":80278,"structure_id":16749,"section_number":"13.1-852.2","catch_line":"Voting agreements","url":"\/13.1-852.2\/","token":"13.1\/10\/7.1\/13.1-852.2","metadata":false}],"next_section":{"id":80278,"structure_id":16749,"section_number":"13.1-852.2","catch_line":"Voting agreements","url":"\/13.1-852.2\/","token":"13.1\/10\/7.1\/13.1-852.2","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-852.1\/","history_text":"

This law was first created in 1991. The record of its establishment is cataloged in chapter 132 of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. Unfortunately, the 1991 \u201cActs\u201d aren\u2019t available online. It has been modified 3 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 1997, chapter 217<\/a>; in 2007, chapter 925<\/a>; in 2015, chapter 611<\/a>.<\/p>","references":[{"id":72408,"section_number":"13.1-553","catch_line":"Board of directors","order_by":null,"url":"\/13.1-553\/"},{"id":83970,"section_number":"13.1-853","catch_line":"Requirement for and duties of board of directors","order_by":null,"url":"\/13.1-853\/"},{"id":55069,"section_number":"13.1-868","catch_line":"Quorum and voting by directors","order_by":null,"url":"\/13.1-868\/"},{"id":69141,"section_number":"13.1-872","catch_line":"Required officers","order_by":null,"url":"\/13.1-872\/"}],"refers_to":[{"id":69141,"section_number":"13.1-872","catch_line":"Required officers","order_by":null,"url":"\/13.1-872\/"}],"permalink":{"id":148125,"object_type":"law","relational_id":77362,"identifier":"13.1-852.1","token":"13.1\/10\/7.1\/13.1-852.1","url":"\/13.1-852.1\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-852.1\/","token":"13.1\/10\/7.1\/13.1-852.1","dublin_core":{"Title":"Member or director agreements","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-852.1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> An agreement among the members<\/span> or the directors<\/span> of a corporation<\/span> that complies with this section is effective among the members<\/span> or directors<\/span> and the corporation<\/span>, even though it is inconsistent with one or more other provisions of this chapter in that it: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Eliminates the board of directors<\/span> or, subject to the requirements of subsection A of § 13.1-872<\/a>, one or more officers, or restricts the discretion or powers of the board of directors<\/span> or any one or more officers; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Establishes who shall be directors or officers of the corporation<\/span>, or their terms of office or manner of selection or removal; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Governs, in general or in regard to specific matters, the exercise or division of voting power<\/span> by or between the members<\/span> and directors or by or among any of them, including use of weighted voting rights or director<\/span> proxies; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> Establishes the terms and conditions of any agreement for the transfer or use of property or the provision of services between the corporation<\/span> and any member<\/span>, director<\/span>, officer or employee of the corporation<\/span>, or among any of them; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> Transfers to one or more members<\/span>, directors or other persons<\/span> all or part of the authority to exercise the corporate powers or to manage the business and affairs of the corporation<\/span>, including the resolution of any issue<\/span> about which there exists a deadlock among directors or members<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> Requires dissolution of the corporation<\/span> at the request of one or more of the members<\/span>, or directors, in the case of a corporation<\/span> that has no members<\/span> or in which the members<\/span> have no voting rights, or upon the occurrence of a specified event or contingency; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

7.<\/span> Otherwise governs the exercise of the corporate powers or the management of the business and affairs of the corporation<\/span> or the relationship among the members<\/span>, the directors and the corporation<\/span>, or among any of them, and is not contrary to public policy. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> An agreement authorized by this section shall be: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> a. Set forth in the articles of incorporation<\/span> or bylaws and approved by all persons<\/span> who are members<\/span> or, if there are no members<\/span> or the corporation<\/span>’s members<\/span> do not have voting rights, by all persons<\/span> who are directors at the time of the agreement; or\n\t\t\t\tb. Set forth in a written<\/span> agreement that is signed by all persons<\/span> who are members<\/span> or, if there are no members<\/span> or the corporation<\/span>’s members<\/span> do not have voting rights, by all persons<\/span> who are directors at the time of the agreement; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Subject to amendment only by all persons<\/span> who are members<\/span> or, if the corporation<\/span>’s members<\/span> do not have voting rights, by all persons<\/span> who are directors at the time of the amendment, unless the agreement provides otherwise; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Valid for an unlimited duration, if the agreement is set forth in the articles of incorporation<\/span> or bylaws, unless the agreement shall be otherwise amended by the members<\/span> or the directors, as the case may be; or if the agreement is set forth in a written<\/span> agreement, as set forth in the agreement except that the duration of an agreement that became effective prior to July 1, 2015, remains 10 years unless the agreement provided otherwise or is subsequently amended to provide otherwise. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The existence of an agreement authorized by this section shall be noted conspicuously on the front or back of each certificate evidencing membership, if any. The failure to note the existence of the agreement on the certificate shall not affect the validity of the agreement or any action taken pursuant to it. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> An agreement authorized by this section shall cease to be effective when the corporation<\/span> has more than 300 members<\/span> of record. If the agreement ceases to be effective for any reason, the board of directors<\/span> may, if the agreement is contained or referred to in the corporation<\/span>’s articles of incorporation<\/span> or bylaws, adopt an amendment to the articles of incorporation<\/span> or bylaws, without member<\/span> action, to delete the agreement and any references to it. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> An agreement authorized by this section that limits the discretion or powers of the board of directors<\/span> shall relieve the directors of, and impose upon the person<\/span> or persons<\/span> in whom such discretion or powers are vested, liability for acts or omissions imposed by law<\/span> on directors to the extent that the discretion or powers of the directors are limited by the agreement. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> The existence or performance of an agreement authorized by this section shall not be a ground for imposing personal liability on any member<\/span> for the acts or debts of the corporation<\/span> even if the agreement or its performance treats the corporation<\/span> as if it were a partnership or results in a failure to observe the corporate formalities otherwise applicable to the matters governed by the agreement. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

G.<\/span> Incorporators or subscribers for membership interests<\/span> may act as members<\/span> or directors with respect to an agreement authorized by this section if no members<\/span> have been elected or appointed or, in the case of a corporation<\/span> that has no members<\/span>, no directors are elected or holding office when the agreement was made. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

H.<\/span> No action taken pursuant to this section shall change any requirement to file articles or other documents<\/span> with the Commission<\/span> or affect the rights of any creditors<\/span> or other third parties. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

I.<\/span> An agreement among the members<\/span> or the directors of a corporation<\/span> that is consistent with the other provisions of this chapter that does not comply with the provisions of this section shall nonetheless be effective among the members<\/span>, the directors, and the corporation<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nMEMBER OR DIRECTOR AGREEMENTS (\u00a7 13.1-852.1)\n\nA. An agreement among the members or the directors of a corporation that\ncomplies with this section is effective among the members or directors and the\ncorporation, even though it is inconsistent with one or more other provisions of\nthis chapter in that it:\n\n 1. Eliminates the board of directors or, subject to the requirements of\n subsection A of § 13.1-872, one or more officers, or restricts the\n discretion or powers of the board of directors or any one or more officers;\n\n 2. Establishes who shall be directors or officers of the corporation, or their\n terms of office or manner of selection or removal;\n\n 3. Governs, in general or in regard to specific matters, the exercise or\n division of voting power by or between the members and directors or by or\n among any of them, including use of weighted voting rights or director\n proxies;\n\n 4. Establishes the terms and conditions of any agreement for the transfer or\n use of property or the provision of services between the corporation and any\n member, director, officer or employee of the corporation, or among any of\n them;\n\n 5. Transfers to one or more members, directors or other persons all or part of\n the authority to exercise the corporate powers or to manage the business and\n affairs of the corporation, including the resolution of any issue about which\n there exists a deadlock among directors or members;\n\n 6. Requires dissolution of the corporation at the request of one or more of\n the members, or directors, in the case of a corporation that has no members or\n in which the members have no voting rights, or upon the occurrence of a\n specified event or contingency; or\n\n 7. Otherwise governs the exercise of the corporate powers or the management of\n the business and affairs of the corporation or the relationship among the\n members, the directors and the corporation, or among any of them, and is not\n contrary to public policy.\n\nB. An agreement authorized by this section shall be:\n\n 1. a. Set forth in the articles of incorporation or bylaws and approved by all\n persons who are members or, if there are no members or the corporation’s\n members do not have voting rights, by all persons who are directors at the\n time of the agreement; or\n \t\t\t\tb. Set forth in a written agreement that is signed by all persons who are\n members or, if there are no members or the corporation’s members do not\n have voting rights, by all persons who are directors at the time of the\n agreement;\n\n 2. Subject to amendment only by all persons who are members or, if the\n corporation’s members do not have voting rights, by all persons who are\n directors at the time of the amendment, unless the agreement provides\n otherwise; and\n\n 3. Valid for an unlimited duration, if the agreement is set forth in the\n articles of incorporation or bylaws, unless the agreement shall be otherwise\n amended by the members or the directors, as the case may be; or if the\n agreement is set forth in a written agreement, as set forth in the agreement\n except that the duration of an agreement that became effective prior to July\n 1, 2015, remains 10 years unless the agreement provided otherwise or is\n subsequently amended to provide otherwise.\n\nC. The existence of an agreement authorized by this section shall be noted\nconspicuously on the front or back of each certificate evidencing membership, if\nany. The failure to note the existence of the agreement on the certificate shall\nnot affect the validity of the agreement or any action taken pursuant to it.\n\nD. An agreement authorized by this section shall cease to be effective when the\ncorporation has more than 300 members of record. If the agreement ceases to be\neffective for any reason, the board of directors may, if the agreement is\ncontained or referred to in the corporation’s articles of incorporation or\nbylaws, adopt an amendment to the articles of incorporation or bylaws, without\nmember action, to delete the agreement and any references to it.\n\nE. An agreement authorized by this section that limits the discretion or powers\nof the board of directors shall relieve the directors of, and impose upon the\nperson or persons in whom such discretion or powers are vested, liability for\nacts or omissions imposed by law on directors to the extent that the discretion\nor powers of the directors are limited by the agreement.\n\nF. The existence or performance of an agreement authorized by this section shall\nnot be a ground for imposing personal liability on any member for the acts or\ndebts of the corporation even if the agreement or its performance treats the\ncorporation as if it were a partnership or results in a failure to observe the\ncorporate formalities otherwise applicable to the matters governed by the\nagreement.\n\nG. Incorporators or subscribers for membership interests may act as members or\ndirectors with respect to an agreement authorized by this section if no members\nhave been elected or appointed or, in the case of a corporation that has no\nmembers, no directors are elected or holding office when the agreement was made.\n\nH. No action taken pursuant to this section shall change any requirement to file\narticles or other documents with the Commission or affect the rights of any\ncreditors or other third parties.\n\nI. An agreement among the members or the directors of a corporation that is\nconsistent with the other provisions of this chapter that does not comply with\nthe provisions of this section shall nonetheless be effective among the members,\nthe directors, and the corporation.\n\nHISTORY: 1991, c. 132; 1997, c. 217; 2007, c. 925; 2015, c. 611.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}