Agreement of stockholders to restrict discretion or powers of board of directors of close corporation

17-7210. Agreement of stockholders to restrict discretion or powers of board of directors of close corporation. A written agreement among the stockholders of a close corporation holding a majority of the outstanding stock entitled to vote, whether solely among themselves or with a party not a stockholder, is not invalid, as between the parties to the agreement, on the ground that it so relates to the conduct of the business and affairs of the corporation as to restrict or interfere with the discretion or powers of the board of directors. The effect of any such agreement shall be to relieve the directors and impose upon the stockholders who are parties to the agreement the liability for managerial acts or omissions which is imposed on directors, to the extent and so long as the discretion or powers of the board in its management of corporate affairs is controlled by such agreement. History: L. 1972, ch. 52, § 134; July 1. Source or Prior Law: 8 Del. C. § 350. Cross References to Related Sections: Provisions in articles of incorporation for management of business and conduct of affairs of corporation, see 17-6002(b)(1). Management of business and affairs of corporation by board of directors, see 17-6301. Indemnification of directors, officers, employees or agents of corporation, see 17-6305. Liability of directors for certain willful or negligent acts, see 17-6424. Actions against directors, see 17-7101 through 17-7103. Law Review and Bar Journal References: "The Kansas Corporation Code of 1972," William E. Treadway, 40 J.B.A.K. 301, 349 (1971). "Statutory Treatment of the Kansas Close Corporation," 13 W.L.J. 494, 501 (1974). "Shareholder Duties in Closely Held Kansas Corporations After Hunt v. Data Management Resources," Robert Drumm, 49 K.L.R. 1159 (2001). "When Controlling Shareholders Squeeze Out Minority Shareholders by Reverse Stock Split in Close Corporations - A Proposal for Kansas Courts," John T. Richer, 50 K.L.R. 545 (2002). Previous | Next LEGISLATIVE COORDINATING COUNCIL General Policies 2026 Archived LCC Documents Archived LCC Meetings REVISOR OF STATUTES Archived Session Documents Archived School Finance Documents USEFUL LINKS Session Laws Kansas Administrative Regulations OTHER LEGISLATIVE SITES Kansas Legislature Administrative Services Division of Post Audit Research Department Contact Us PDF Help www.ksrevisor.gov 2026