§ 1317 — Voting trust records

New York § 1317

• Jurisdiction: New York
• Law NPC: Not-for-Profit Corporation
• Art. 13: Foreign Corporations

Text

§ 1317. Voting trust records.\n (a) A voting trustee, appointed under a voting trust agreement to\nvote the shares of a foreign corporation conducting activities in this\nstate, who either has an office in this state or has designated a\ntransfer agent within this state, shall produce for examination and\npermit to be examined in this state, at the office of the foreign\ncorporation or at his office or at the office of such transfer agent, a\nrecord of voting trust certificate holders setting forth their names,\nalphabetically arranged, and addresses, the number and class of shares\nrepresented by the certificates held by them respectively and the dates\nwhen they respectively became the owners thereof, upon the written\ndemand of any resident of this state who shall have been a voting trust\ncertificate holder or a shareholder of the foreign corporation for at\nleast six months immediately preceding his demand, or of any resident of\nthis state holding, or thereunto authorized in writing by the holders\nof, at least five percent of any class of the outstanding shares of such\nforeign corporation, either directly or as holders of voting trust\ncertificates for such shares, subject to the same terms and conditions\nset forth with respect to the right of examination of the record of\nmembers of the foreign corporation in section 1316 (Record of members).\n (b) The voting trustee shall deposit an exact copy of the voting\ntrust agreement with the foreign corporation at its office in this state\nor at the office of the transfer agent in this state.\n (c) The copy of the voting trust agreement shall be subject to the\nsame right of examination by voting trust certificate holders and by\nshareholders of the foreign corporation as is the record of members of a\ncorporation under section 621 (Books and records; right of inspection,\nprima facie evidence).\n (d) Upon refusal by a voting trustee or his transfer agent to produce\nfor examination or to permit an examination of the record of voting\ntrust certificate holders or of such copy of the voting trust agreement\nas herein provided, the person making the demand may apply to the\nsupreme court, upon such notice as the court may direct, for an order\ndirecting the voting trustee or his transfer agent to show cause why an\norder should not be granted directing such production and permitting\nsuch examination. Upon the return day of the order to show cause, the\ncourt shall hear the parties summarily, by affidavit or otherwise, and\nif it appears that the applicant is entitled to such examination, the\ncourt shall grant an order compelling such production for examination\nand awarding such further relief as to the court may seem just and\nproper.\n (e) Where the voting trust agreement shall vest in the voting trustee\nthe right to vote the shares of a foreign corporation which has an\noffice in this state for conducting activities and either the principal\nactivity of which is conducted within this state or the greater part of\nits property is located within this state, the voting trust agreement is\nan express trust created under the laws of this state and the supreme\ncourt upon the petition of a voting trust certificate holder may\nexercise such power over the trustee named therein as is granted to the\ncourt by section 7-2.6 of the estates, powers and trusts law.\n