Section 1511. Transfer of shares

No  shareholder  of  a  professional  service  corporation may sell or
  transfer his shares in such corporation except to another individual who
  is eligible to have shares issued to him by such corporation  or  except
  in  trust  to another individual who would be eligible to receive shares
  if he were employed by the corporation. Nothing herein  contained  shall
  be  construed  to prohibit the transfer of shares by operation of law or
  by court decree. No transferee of shares by operation of  law  or  court
  decree  may  vote  the  shares  for  any  purpose whatsoever except with
  respect to corporate action under section nine hundred nine and  section
  one  thousand  one.  The restriction in the preceding sentence shall not
  apply, however, where such transferee would be eligible to  have  shares
  issued  to  him  if he were an employee of the corporation and, if there
  are other shareholders, a majority of such other shareholders shall fail
  to redeem the shares so transferred, pursuant to  section  1510,  within
  sixty  days  of  receiving  written notice of such transfer. Any sale or
  transfer, except by operation of law or court decree  or  except  for  a
  corporation having only one shareholder, may be made only after the same
  shall   have   been  approved  by  the  board  of  directors,  or  at  a
  shareholders'  meeting  specially  called  for  such  purpose  by   such
  proportion,  not  less than a majority, of the outstanding shares as may
  be provided in the certificate of incorporation or  in  the  by-laws  of
  such professional service corporation. At such shareholders' meeting the
  shares  held by the shareholder proposing to sell or transfer his shares
  may not be voted or counted for any  purpose,  unless  all  shareholders
  consent  that  such  shares  be  voted  or  counted.  The certificate of
  incorporation or the by-laws of the professional service corporation, or
  the professional service corporation and  the  shareholders  by  private
  agreement,  may  provide,  in  lieu  of  or in addition to the foregoing
  provisions, for the alienation of shares and may require the  redemption
  or purchase of such shares by such corporation at prices and in a manner
  specifically  set  forth therein.   The existence of the restrictions on
  the sale or transfer of shares, as contained in  this  article  and,  if
  applicable, in the certificate of incorporation, by-laws, stock purchase
  or  stock redemption agreement, shall be noted conspicuously on the face
  or back of every certificate for shares issued by a professional service
  corporation.  Any sale or transfer in  violation  of  such  restrictions
  shall be void.