180.1815(3)(3) If the amendment to terminate the corporation’s status as a statutory close corporation is approved, a shareholder who did not vote in favor of the amendment is entitled to assert dissenters’ rights under ss. 180.1301 to 180.1331. 180.1815 HistoryHistory: 1989 a. 303. 180.1817180.1817 Effect of termination of statutory close corporation status. 180.1817(1)(1) The termination of statutory close corporation status does not affect the rights of any shareholder or the corporation under an agreement or the corporation’s articles of incorporation, except to the extent that the agreement or the articles of incorporation are invalid under this chapter. 180.1817(2)(2) The corporation shall adopt bylaws if it has no bylaws on termination of statutory close corporation status. 180.1817 HistoryHistory: 1989 a. 303. 180.1819(1)(1) A compromise or forgiveness of a note or other obligation to transfer money or other property to a statutory close corporation in payment for shares is valid only if approved by all of the shareholders of the corporation, unless the articles of incorporation or a final judgment in a proceeding brought to enforce the obligation provides otherwise. 180.1819(2)(2) In the absence of fraud, the judgment of the persons responsible for the issuance of shares as to the value of the consideration received for shares is conclusive. 180.1819 HistoryHistory: 1989 a. 303. 180.1821180.1821 Election not to have a board of directors. 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)(e) Except as provided in the articles of incorporation: 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. 180.1821 HistoryHistory: 1989 a. 303. 180.1823180.1823 Agreements among shareholders. 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.