180.1821(1)(1) A statutory close corporation may operate without a board of directors if the articles of incorporation contain a statement to that effect. All of the following apply while a statement under this subsection is effective:

180.1821(1)(a)(a) All corporate powers shall be exercised by, or under authority of, and the business and affairs of the corporation shall be managed under the direction of, the shareholders of the corporation, and all powers and duties conferred or imposed upon the board of directors by this chapter shall be exercised or performed by the shareholders.

180.1821(1)(b)(b) Liability that would otherwise be imposed on the directors may not be imposed on a shareholder by virtue of any act or failure to act unless the shareholder was entitled to vote on the action.

180.1821(1)(c)(c) A requirement that an instrument filed with a governmental agency contain a statement that a specified action has been taken by the board of directors is satisfied by a statement that the corporation is a statutory close corporation without a board of directors and that the action was duly approved by the shareholders.

180.1821(1)(d)(d) The shareholders may appoint, by resolution, one or more shareholders to sign documents as “Designated Directors”.

180.1821(1)(e)1.1. An action requiring director approval or both director and shareholder approval is authorized if approved by the shareholders.

180.1821(1)(e)2.2. An action requiring a vote of a majority or greater percentage of the board of directors is authorized if approved by the majority or greater percentage of the votes of shareholders entitled to vote on the action.

180.1821(2)(a)(a) An amendment to the articles of incorporation to operate without a board of directors must be approved by the holders of all of the shares of the statutory close corporation whether or not otherwise entitled to vote on amendments, or, if no shares have been issued, by all of the subscribers for shares, if any, or if none, by all of the incorporators.

180.1821(2)(b)(b) An amendment to the articles of incorporation to delete the election must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on amendments.

180.1823(1)(1) The shareholders of a statutory close corporation may, by unanimous action, enter into one or more written agreements to regulate the exercise of the corporate powers and the management of the business and affairs of the corporation or the relations among the shareholders of the corporation. Except as otherwise provided in an agreement authorized by this section, the terms of the agreement are binding on all successors in interest.

180.1823(2)(2) An agreement authorized by this section is valid and enforceable according to its terms even if the agreement does any of the following:

180.1823(2)(b)(b) Restricts the discretion or powers of the board of directors or authorizes director proxies or weighted voting rights.

180.1823(2)(c)(c) Has the effect of treating the statutory close corporation as a partnership.

180.1823(2)(d)(d) Creates a relationship among the shareholders or between the shareholders and the corporation that would otherwise be appropriate only among partners.

180.1823(3)(3) If the statutory close corporation has a board of directors, an agreement authorized by this section that restricts the discretion or powers of the directors relieves the directors of, and imposes upon each person in whom the directors’ discretion or powers are vested, the liability for acts or omissions imposed by law upon directors, unless the agreement provides otherwise.

180.1823(4)(4) An election not to have a board of directors in an agreement authorized by this section is not valid unless the articles of incorporation contain a statement to that effect adopted under s. 180.1821.

180.1823(5)(5) A shareholder agreement authorized by this section may not be amended except by the unanimous written consent of the shareholders, unless otherwise provided in the agreement.

180.1823(6)(6) Any action permitted by this section to be taken by shareholders may be taken by the subscribers for shares of the statutory close corporation if no shares have been issued at the time of the agreement authorized by this section.

180.1823(7)(7) This section does not prohibit any other agreement among 2 or more shareholders.

180.1824(1)(1) A shareholder in a statutory close corporation may execute a proxy which is irrevocable for the period specified in the proxy when it is held by any of the following or a nominee of any of the following:

180.1824(1)(b)(b) A person who has purchased or agreed to purchase or holds an option to purchase the shares or a person who has sold a portion of the person’s shares in the corporation to the maker of the proxy.