Fill and Sign the Agreement of Shareholders of a Close Corporation with Management by Shareholders Form

Agreement of Shareholders of a Close Corporation with Management by Shareholders Agreement of Shareholders made       ,       , (Date) (Name of Shareholder A) of       ,       , of (Street Address, City, County, State, Zip Code) (Name of Shareholder B)       , and       , of (Street Address, City, County, State, Zip Code) (Name of Shareholder C)       . (Street Address, City, County, State, Zip Code) Whereas, t he Shareholders are the respective owners of the shares set forth opposite their names below of the capital stock of       , a Corporation organized and (Name of Corporation) existing under the laws of the state of       , with its principal office located (Name of State) at       , referred to herein as the Corporation. The shares (Street Address, City, County, State, Zip Code) owned by the Shareholders constitute all of the issued and outstanding stock of the Corporation. Names of Shareholders Number of Shares             (Name of Shareholder A) (Number)             (Name of Shareholder A) (Number)             (Name of Shareholder C) (Number) Whereas, t he Shareholders desire to enter into an agreement, which shall be binding on the Corporation and all of its Shareholders, regulating various aspects of the internal affairs of the Corporation and the relations of the Shareholders among themselves. In consideration of the matters described above, and of the mutual benefits and obligations set forth in this agreement, the parties agree as follows: I. Management by Shareholders. All authority of the Corporation shall be exercised at any time by or under the direction of those persons who are holders of record at the time of the shares of capital stock of the corporation outstanding at the time. For purpose of any rule of law relating to corporations or any provision of applicable law or the Articles of Incorporation or Bylaws, the terms Director, Directors, and Board of Directors shall mean at any time with respect to the Corporation, the person or persons who are Shareholders at the time, and the Shareholders at any time shall be deemed to be the Directors of the Corporation at the time. Agreement of Shareholders Page 1 of 4 II. Meeting of Shareholders and Unanimous Written Consent. Any authority of the Corporation may be exercised by the Shareholders at any meeting at which a quorum is present or by unanimous written consent signed by all Shareholders. Any meeting of Shareholders may be called by the President, any Vice President, or any two Shareholders of the Corporation. A quorum for any meeting shall consist of the holders of shares representing a majority of the voting power of the Corporation, and, except to the extent that the voting rights of the shares of any class of the Corporation's capital stock are increased, limited, or denied by the express terms of the shares, each outstanding share regardless of class shall entitle the holder to one vote on each matter submitted to Shareholders at any meeting. III. Meeting of Shareholders. Unless the meeting is for purposes of considering or taking any of the actions enumerated in Paragraphs A through E of Section IV below, the following shall apply to the Shareholders' meetings: A. Written notice of the time and place of each meeting may be given by personal delivery, mail, or other written communication, which notice shall be given at least       days before the meeting and which notice need not specify the purpose of (Number) the meeting; B. Any shareholder who is present in person or by means of communications equipment by use of which all persons participating can hear each other, or who is represented by proxy or proxies present in person, shall be deemed present at any meeting for quorum, voting, and all other purposes; C. Any action may be authorized or taken by the holders of the majority of the voting power present at any meeting at which a quorum is present; and D. Any shareholder may, either before or after any meeting, waive any notice required to be given by law or under the Articles of Incorporation or Bylaws or under this Agreement, and notice of any meeting shall not be required to be given to any shareholder who is present at the meeting in person or by means of communications equipment or who is represented by proxy or proxies present in person at the meeting. IV. Requiring Unanimity. Notwithstanding the provisions in Section II above, the written consent of all of the Shareholders or the unanimous vote of the Shareholders at a meeting duly held pursuant to the call, notice, quorum, and voting requirements specified in the provisions of the Bylaws shall be required to approve any of the following actions: A. Amendment or repeal of the Articles of Incorporation or Bylaws of the Corporation; B. Amendment or termination of this Shareholders' agreement; C. Issuance of shares of any class or other rights relating to the issuance of shares of the corporation; Agreement of Shareholders Page 2 of 4 D. Authorization of any lease, sale, exchange, transfer, or other disposition of all, or substantially all, of the Corporation's assets; E. Any merger or consolidation to which the Corporation is or is to be a constituent corporation; F. Voluntary dissolution of the Corporation; or G.       . (Describe any other actions requiring unanimity) V. Share Certificate Legend. Each shareholder shall deliver to the Corporation all certificates representing shares of the Corporation's capital stock held of record or beneficially owned by the shareholder to, and each certificate subsequently issued representing any share of the Corporation's capital stock shall, have affixed to the back of the certificate a legend stating substantially: The rights of any holder of any share evidenced by this certificate are subject to a Shareholders' Agreement dated       among each person who was a (Date) shareholder of the Corporation as of that date. The Corporation will mail without charge to any holder of the shares a copy of the Agreement within       days of receipt (Number) by the Corporation of a written request. VI. Governing Law and Binding Effect. This Shareholders' Agreement shall be governed by       , and (Cite Statute) shall inure to the benefit of and be binding on the parties to this Agreement, their successors and assigns, and, to the extent consistent with       (Cite Statute)       , any purchaser or transferee of any shares of this Corporation's capital stock now held of record or owned beneficially by the undersigned Shareholders and any purchaser or transferee of any shares of this Corporation's capital stock subsequently issued by the Corporation. Any successor, assign, purchaser, and transferee shall be considered a party to this Agreement. The Corporation shall deliver without charge to each purchaser and transferee a copy of this Shareholders' Agreement within       days of (Number) receipt by this Corporation of a written request. VII. Amendment or Termination. This Agreement may at any time be amended or terminated in whole or in part by the affirmative vote at a duly called and held meeting of or by the written consent signed by, holders of not less than       % of the shares of each class (Number) of the Corporation's capital stock outstanding at the time. Agreement of Shareholders Page 3 of 4 VIII. Construction. Any provision of the Corporation's Articles of Incorporation or Bylaws which conflicts with any provision of this Shareholders' Agreement shall be deemed superseded by this Agreement, and, in the event of any conflict, this Agreement and the Articles of Incorporation and Bylaws shall be construed to give effect to the provisions of this Agreement to the extent consistent with       . (Cite Statute) The parties whose signatures appear below constitute all of the Shareholders of the Corporation at the time of the adoption of this Shareholders' Agreement, whether those persons are or are not entitled to vote, and all of those persons assent to this Shareholders' Agreement as required by       . (Cite Statute) By: By: (Signature of Shareholder A) (Signature of Shareholder C)             (Printed Name of Shareholder A) (Printed Name of Shareholder C) By: (Signature of Shareholder B)       (Printed Name of Shareholder B) Agreement of Shareholders Page 4 of 4