Docstoc

Voting Agreement and Proxy

Document Sample
Voting Agreement and Proxy Powered By Docstoc
					This is an agreement between the shareholders of a corporation that want to exercise
their majority voting control by agreeing to vote in unison. Each shareholder that is part
of this agreement can nominate one director that the other shareholders will agree to
vote for. This document can be used by the shareholders of a small business or
corporation that want to enter into a voting agreement to vote in unison.
                         VOTING AGREEMENT AND PROXY

This Agreement is made between ____________________, a ____________ [Comment: insert
state] corporation ("Corporation"), _________________ [Instruction:   insert name of
shareholder #1], _________________ [Instruction: insert name of shareholder #2], and
_________________ [Instruction: insert name of shareholder #3] (collectively referred to
herein as the "Shareholders").

WHEREAS, the Shareholders hereby have formed the and desire to enter into this Agreement as
a condition of purchasing the common stock of the Corporation and to provide for the voting of
their shares, once acquired, in connection with the election of directors of the Corporation and
certain other matters; and

WHEREAS, _________________ [Instruction: insert name of shareholder #1] will own
_________________ [Instruction: insert any number◊] of shares of common stock in the
Corporation; and

WHEREAS, _________________ [Instruction: insert name of shareholder #2] will own
_________________ [Instruction: insert any number◊] of shares of common stock in the
Corporation; and

WHEREAS, _________________ [Instruction: insert name of shareholder #3] will own
_________________ [Instruction: insert any number◊] of shares of common stock in the
Corporation.


WHEREAS, in order to insure the competent management of the Corporation in the interest of
all of the shareholders thereof and as a material inducement and condition to the Corporation
issuing Shares to the Shareholders, the Shareholders have agreed to enter into this Agreement;

NOW, THEREFORE, in consideration of covenants, conditions and agreements contained herein
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1.       Voting of Shares.

Each Shareholder hereby covenants and agrees that, during the term of this Agreement, at any
and all meetings of shareholders of the Corporation, or in any other circumstances upon which a
vote, is required, such Shareholder shall vote all of the shares of the common stock owned by
such Shareholder, in its sole and absolute discretion, including without limitation to elect
directors (whether at any annual election of the Board of Directors, in connection with filling any
vacancy as a result of any termination, removal or resignation of any member of the Board of
Directors or otherwise). Each Shareholder, as a holder of shares, shall be present in person or by
proxy at all meetings of shareholders of the Corporation so that all Shares are counted for
purposes of determining the presence of a quorum at such meeting.


© Copyright 2011 Docstoc Inc. registered document proprietary, copy not                2
2.       Election of Directors.

In the election of directors of the board of directors, each Shareholder agrees to vote all of such
Shareholder's shares of common stock of the Corporation entitled to vote which may now or
hereafter be owned or held of record by such Shareholder, or as to which such Shareholder now
or hereafter has voting power, for the following candidates:

         A. A candidate designated by _________________ [Instruction:            insert name of
         shareholder #1]

         B. A candidate designated by _________________ [Instruction:            insert name of
         shareholder #2].

         C. A candidate designated by _________________ [Instruction:            insert name of
            shareholder #3]

Each Shareholder shall notify the other Shareholders of such Shareholder’s candidate within
_________________ [Instruction: insert any number◊] days of receiving notice of any meeting
of shareholders at which directors are to be elected, if such meeting is one in which no specific
notice is required, then not later than _________________ [Instruction: insert any number◊]
days before such meeting is scheduled to begin. If no designation is received by a Shareholder
from another Shareholder, such Shareholder shall be entitled to presume that the incumbent
director, if any, designated by each such Shareholder shall continue to be the designee of such
Shareholder.

3.   Removal Of Directors

If at any time any a Shareholder who has designated a candidate who has been elected as a
director notifies the other Shareholders of such Shareholder's desire and intention to remove or
replace such Shareholder's designee or to fill a vacancy caused by the resignation of 
				
DOCUMENT INFO
Description: This is an agreement between the shareholders of a corporation that want to exercise their majority voting control by agreeing to vote in unison. Each shareholder that is part of this agreement can nominate one director that the other shareholders will agree to vote for. This document can be used by the shareholders of a small business or corporation that want to enter into a voting agreement to vote in unison.