Section 103Sec./Art. 103

Deadlocks. Nowithstanding any contrary provision in the close corporation's articles of incorporation, bylaws, or stockholders' agreement, if the directors or stockholders are so divided on the management of the corporation's business and affairs that the votes required for a corporate action canot be obtained, with the consequence that the business and affairs that the votes required for that the business of the corporation can lo longer be conducted to the advantage of the stockholders generally, the Commission, upon written petition by any stockholder, shall have the power to arbitrate the dispute.

In the exercise o such power, the Commission shall have authority to make appropriate orders, such as: (a) cancelling or altering any provision contained in the articles of incorporation, bylaws, ot any stockholders' agreement; (b) cancelling, altering or enjoining a resolution or act of the corporation or its board of directors, stockholders, officers, or other person party to the action; (d) requiring the purchase at their fair value of shares of any stockholder, either by the corporation regardless of the availability or unrestricted retained earnings in its, books or by the other stockholder; (e) appointing a provisional director; (f) dissolving the corporation; or (g) granting such other relief as the circumstances may warrant.

A provisional director shall be an impartial person who is neither a stockholder nor a creditor of the corporation or any of its subsidiaries or affiliates, and whose further qualifications, if any, may be determined by the Commission. A provisional director is not a receiver of the corporation and does not have the title and powers of a custodian or receiver. A provisional director shall have all the rights and powers of a duly elected director, including the right to be notified of and to vote at meetings of directors until removed by order of the Commission pr by all the stockholders. The compensation of the provisional director shall be determined by agreement between such provisional director and the corporation.