§ 55-6-27.  Restriction on transfer of shares and other
       securities.
  (a)The articles of incorporation, bylaws, an agreement
among shareholders, or an agreement between shareholders and the
corporation may impose restrictions on the transfer or
registration of transfer of shares of the corporation.  A
restriction does not affect shares issued before the restriction
was adopted unless the holders of the shares are parties to the
restriction agreement or voted in favor of the restriction.
  (b) A restriction on the transfer or registration of transfer
of shares is valid and enforceable against the holder or a
transferee of the holder if the restriction is authorized by
this section, it is not unconscionable under the circumstances,
and its existence is noted conspicuously on the front or back of
the certificate or is contained in the information statement
required by G.S. 55-6-26(b).  Unless so noted, a restriction is
not enforceable except against a person who receives actual
written notice of the restrictions.
  (c) A restriction on the transfer or registration of transfer
of shares is authorized:
       (1)  To maintain the corporation's status when it is
            dependent on the number or identity of its
            shareholders;
       (2)  To preserve exemptions under federal or state
            securities law;
       (3)  For any other reasonable purpose.
  (d) A restriction authorized by G.S. 55-6-27(c) may:
       (1)  Obligate the shareholder first to offer the
            corporation or other persons (separately,
            consecutively, or simultaneously) an opportunity to
            acquire the restricted shares;
       (2)  Obligate the corporation or other persons
            (separately, consecutively, or simultaneously) to
            acquire the restricted shares;
       (3)  Require the corporation, the holders of any class
            of its shares, or another person to approve the
            transfer of the restricted shares, if the
            requirement is not manifestly unreasonable;
       (4)  Prohibit the transfer of the restricted shares to
            designated persons or classes of persons, if the
            prohibition is not manifestly unreasonable;
       (5)  Contain any other provision reasonably related to
            an authorized purpose.
  (e) For purposes of this section, "shares" includes a
security convertible into or carrying a right to subscribe for
or acquire shares. (1989, c. 265, s. 1.)