§ 7-1.2-709 - Voting trusts and agreements among shareholders.
SECTION 7-1.2-709
§ 7-1.2-709 Voting trusts and agreementsamong shareholders. – (a) Any number of shareholders of a corporation may create a voting trust forthe purpose of conferring upon a trustee or trustees the right to vote orotherwise represent their shares, for a period not to exceed ten (10) years, byentering into a written voting trust agreement specifying the terms andconditions of the voting trust, by depositing a counterpart of the agreementwith the corporation at its registered office, and by transferring their sharesto the trustee or trustees for the purposes of the agreement. The trustee ortrustees shall keep a record of the holders of voting trust certificatesevidencing a beneficial interest in the voting trust, giving the names andaddresses of all the holders and the number and class of the shares in respectof which the voting trust certificates held by each are issued, and shalldeposit a copy of the record with the corporation at its registered office. Thecounterpart of the voting trust agreement and the copy of the record depositedwith the corporation are subject to the same right of examination by ashareholder of the corporation, in person or by agent or attorney, as are thebooks and records of the corporation, and the counterpart and the copy of therecord is subject to examination by any holder of record of voting trustcertificates, either in person or by agent or attorney, at any reasonable timefor any proper purpose. The trust certificates must state that they are issuedpursuant to the voting trust agreement, and that fact must be stated in thestock ledger of the corporation.
(b) Agreements among shareholders regarding the voting oftheir shares are valid and enforceable in accordance with their terms for aperiod not to exceed ten (10) years. An agreement is not subject to theprovision of this section regarding voting trusts unless it is stated in theagreement that it is a voting trust.
(c) The provisions of this section are construed aspermissive and should not be interpreted to invalidate any voting or otheragreement among shareholders, or any irrevocable proxy which is otherwise notillegal.
(d) A voting trust or shareholders agreement may at any timeor times be extended for an additional period not in excess of ten (10) years,but the extension is binding only with respect to those shares owned of recordor beneficially by parties to the extension.