§ 621 — Voting trust agreements

§ 621. Voting trust agreements.\n (a) Any shareholder or shareholders, under an agreement in writing,\nmay transfer his or their shares to a voting trustee or trustees for the\npurpose of conferring the right to vote thereon for a period not\nexceeding ten years upon the terms and conditions therein stated. The\ncertificates for shares so transferred shall be surrendered and\ncancelled and new certificates therefor issued to such trustee or\ntrustees stating that they are issued under such agreement, and in the\nentry of such ownership in the record of the corporation that fact shall\nalso be noted, and such trustee or trustees may vote the shares so\ntransferred during the term of such agreement.\n (b) The trustee or trustees shall keep available for inspection by\nholders of voting trust certificates at his or their office or at a\nplace designated in such agreement or of which the holders of voting\ntrust certificates have been notified in writing, correct and complete\nbooks and records of account relating to the trust, and a record\ncontaining the names and addresses of all persons who are holders of\nvoting trust certificates and the number and class of shares represented\nby the certificates held by them and the dates when they became the\nowners thereof. The record may be in written form or any other form\ncapable of being converted into written form within a reasonable time.\n (c) A duplicate of every such agreement shall be filed in the office\nof the corporation and it and the record of voting trust certificate\nholders shall be subject to the same right of inspection by a\nshareholder of record or a holder of a voting trust certificate, in\nperson or by agent or attorney, as are the records of the corporation\nunder section 624 (Books and records; right of inspection, prima facie\nevidence). The shareholder or holder of a voting trust certificate\nshall be entitled to the remedies provided in that section.\n (d) At any time within six months before the expiration of such voting\ntrust agreement as originally fixed or as extended one or more times\nunder this paragraph, one or more holders of voting trust certificates\nmay, by agreement in writing, extend the duration of such voting trust\nagreement, nominating the same or substitute trustee or trustees, for an\nadditional period not exceeding ten years. Such extension agreement\nshall not affect the rights or obligations of persons not parties\nthereto and shall in every respect comply with and be subject to all\nthe provisions of this section applicable to the original voting trust\nagreement.\n