(805 ILCS 5/7.71)
(from Ch. 32, par. 7.71)
(a) Shareholders may unanimously agree in writing as to matters
concerning the management of a corporation provided no fraud or apparent
injury to the public or creditors is present, and no clearly prohibitory
statutory language is violated.
(b) An agreement created pursuant to this Section is ineffective against
any shareholder not a party to the agreement unless:
(1) such shareholder had actual knowledge of the
agreement at the time of becoming a shareholder; or
(2) the existence of the agreement is conspicuously
referred to (i) on the certificate representing the security; or (ii) on the notice sent pursuant to Section 6.35 in the case of any uncertificated security.
(c) No agreement created pursuant to this Section shall be invalid as
between the parties thereto, or shall subject employees, officers,
directors or shareholders to personal liability for corporation
liabilities, on the basis that the agreement:
(1) is an attempt to treat the corporation as if it
were a partnership or to arrange the shareholders' relationship in a manner that would be appropriate only between partners; or
(2) so relates to the conduct of the affairs of the
corporation as to interfere with the discretion of the board of directors.
(d) Any agreement created pursuant to this Section is specifically
enforceable in accordance with the principles of equity.
(e) This Section is cumulative and does not limit any statute or rule
of common law that is otherwise applicable to any corporation, whenever formed.
(Source: P.A. 86-1328.)