(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:

Terms Used In Illinois Compiled Statutes 805 ILCS 5/7.71

  • Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Fraud: Intentional deception resulting in injury to another.
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Statute: A law passed by a legislature.

        (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.
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