(805 ILCS 5/2A.40)
(from Ch. 32, par. 2A.40)
Written agreements as to conduct of certain affairs of
(a) All shareholders of a close corporation may enter into a written
agreement, relating to any phase of the affairs of the corporation,
including, but not limited to, the following:
(1) Management of the business of the corporation.
(2) Declaration and payment of dividends or division
(3) Who shall be officers or directors, or both, of
(4) Restrictions on transfer of shares specified
pursuant to paragraph (s) of Section 1.80.
(5) Voting requirements, including the requirements
of unanimous voting of shareholders or directors.
(6) Employment of shareholders by the corporation.
(7) Arbitration of issues as to which the
shareholders are deadlocked in voting power or as to which the directors are deadlocked and the shareholders are unable to break the deadlock.
(b) No written agreement to which shareholders of a close corporation
have actually assented, whether embodied in the articles of incorporation
or bylaws of the corporation or in any separate written agreement and which
relates to any phase of the affairs of the corporation, whether to the
management of its business or division of its profits or otherwise, shall
be invalid as between the parties thereto, on the ground that it is an
attempt by the parties thereto to treat the corporation as if it were a
partnership or to arrange their relationships in a manner that would be
appropriate only between partners.
(c) If the business of a close corporation is managed by a board of
directors, an agreement among all of the shareholders, whether solely among
themselves or between all of them and a party who is not a shareholder, is
not invalid, as among the parties thereto, on the ground that it so relates to
the conduct of the affairs of the corporation as to interfere with the
discretion of the board of directors, but the making of such an agreement
shall impose upon the shareholders the liability for managerial acts that is
imposed by the laws of this State upon directors.
(Source: P.A. 86-1328.)