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This entry was published on 2014-09-22
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Voting trust agreements
Business Corporation (BSC) CHAPTER 4, ARTICLE 6
§ 621. Voting trust agreements.

(a) Any shareholder or shareholders, under an agreement in writing,
may transfer his or their shares to a voting trustee or trustees for the
purpose of conferring the right to vote thereon for a period not
exceeding ten years upon the terms and conditions therein stated. The
certificates for shares so transferred shall be surrendered and
cancelled and new certificates therefor issued to such trustee or
trustees stating that they are issued under such agreement, and in the
entry of such ownership in the record of the corporation that fact shall
also be noted, and such trustee or trustees may vote the shares so
transferred during the term of such agreement.

(b) The trustee or trustees shall keep available for inspection by
holders of voting trust certificates at his or their office or at a
place designated in such agreement or of which the holders of voting
trust certificates have been notified in writing, correct and complete
books and records of account relating to the trust, and a record
containing the names and addresses of all persons who are holders of
voting trust certificates and the number and class of shares represented
by the certificates held by them and the dates when they became the
owners thereof. The record may be in written form or any other form
capable of being converted into written form within a reasonable time.

(c) A duplicate of every such agreement shall be filed in the office
of the corporation and it and the record of voting trust certificate
holders shall be subject to the same right of inspection by a
shareholder of record or a holder of a voting trust certificate, in
person or by agent or attorney, as are the records of the corporation
under section 624 (Books and records; right of inspection, prima facie
evidence). The shareholder or holder of a voting trust certificate
shall be entitled to the remedies provided in that section.

(d) At any time within six months before the expiration of such voting
trust agreement as originally fixed or as extended one or more times
under this paragraph, one or more holders of voting trust certificates
may, by agreement in writing, extend the duration of such voting trust
agreement, nominating the same or substitute trustee or trustees, for an
additional period not exceeding ten years. Such extension agreement
shall not affect the rights or obligations of persons not parties
thereto and shall in every respect comply with and be subject to all
the provisions of this section applicable to the original voting trust