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Voting Trust Agreement with Trustees to Vote under Direction of Certificate Holder

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Voting Trust Agreement with Trustees to Vote under Direction of Certificate Holder Powered By Docstoc
					This is an agreement whereby a voting trust is created and the shares and voting rights
of one or more shareholders are legally transferred to a trustee for a certain period of
time. Once the trust expires, the shares held by the trustee are transferred back to the
shareholders. Under this particular agreement, the trustee must vote all of the shares
for a specific director. However, the trustee must vote the shares at the direction of
shareholders at the shareholders meeting. This Agreement can be used by the
shareholders of a corporation that want to transfer their shares to a trustee for a specific
period of time.
                        Voting Trust Agreement with Trustees to Vote
                            under Direction of Certificate Holders

        This Voting Trust Agreement is made this the (date), between the holders of
capital stock, hereinafter called the Subscribers, of (Name of Corporation), a
Corporation organized and existing under the laws of the state of (Name of state), with
its principal office located at (street address, city, state, zip code), hereinafter called the
Corporation, and (Names of Trustees), the Trustees and hereinafter referred to as the
Voting Trustees. The addresses of the Voting Trustees are as follows: (set forth street
address, city, state, and zip code for each).

        The addresses of the Subscribers and the number of shares owned by each are
as follows:

Name                                     Residence                        No. of Shares

1. ______________________ ________________________ ____________

                                        ________________________

2. ______________________ ________________________ ____________

                                        ________________________

3. ______________________ ________________________ ____________

                                        ________________________

      Whereas, each of the Subscribers represents that he is owner of the number of
shares of capital stock of the Corporation set opposite his name; and

       Whereas, the Subscribers deem it to be in the best interest of the Corporation
and of all the stockholders of the Corporation that this Agreement be made;

       Now, therefore, for and in consideration of the matters described above, and of
the mutual benefits and obligations set forth in this Agreement, the parties agree as
follows:

I.     Transfer to Voting Trustees
       Each of the Subscribers agrees that he will promptly deposit with the Voting
Trustees, or with their authorized agents, the certificate or certificates for his shares of
the capital stock, together with proper and sufficient instruments duly executed for the
transfer of the same to the Voting Trustees, and pending the delivery of such
instruments, each Subscriber does by this Agreement sell, assign, and transfer to the
Voting Trustees the number of shares of stock of the Corporation set opposite the


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Subscriber's name.

II.    Voting Trust Certificates
       Upon deposit by any Subscriber of a certificate or certificates for shares of capital
stock under this Agreement, accompanied by instruments of transfer, the voting
Trustees will deliver or procure to be delivered to such Subscriber on the Subscriber's
order a Voting Trust Certificate or Certificates for the same number of shares of capital
stock of the Corporation as is represented by the Certificate or Certificates for such
shares so deposited, which Voting Trust Certificates to be delivered on deposit of
capital stock shall be substantially in the following form shown in Exhibit A attached
hereto and made a part hereof.

III.    Agent of the Voting Trustees
        A.     (Name of Bank), located at (street address, city, state, zip code),
        hereinafter called the Agent, is hereby appointed as Agent of the Voting
        Trustees. As such Agent, it shall hold the share certificates deposited under this
        Agreement, subject to the Board of Trustees, and shall execute Trust Certificates
        on behalf of the Trustees, act as transfer Agent of the Trustees, keep suitable
        transfer books for the Trustees, and otherwise act as their Agent under special
        instructions. The Trustees may, at any time and in their discretion, and from time
        to time on written notice to the Agent, revoke its authority as Agent and appoint
        another Agent. The Agent shall at all times be protected in acting by written
        instructions of the voting Trustees.
        B.      The Agent of the Voting Trustees shall incur no liability as such to the
        Voting Trustees for anything done or permitted at the request or direction of the
        Voting Trustees in the exercise of their powers under this Agreement, the stock
        deposited under this Agreement being intended to be wholly at the order and
        under the control of the Voting Trustees. The Agent shall incur no liability
        whatsoever except for its own misconduct or neglect. The Agent shall be
        protected in acting on any notice, request, consent, assignment, power of
        attorney, or other instrument, believed by it to be genuine and to have been
        signed by the proper party or parties. The Agent shall be entitled to reasonable
        compensation for its services, and to be paid all reasonable expenses in
        connection with the performance of its duties under this Agreement. The costs
        and expenses are to be borne by the holders of Voting Trust Certificates pro rata
        to their respective interests.

IV.     Transferability of Voting Trust Certificates
        The Voting Trust Certificates shall be transferable as provided in such
Certificates, and not otherwise, and transfers so made of any such Certificates shall
vest in the transferee all rights and interests of the transferor in and under such
Certificate, and on such transfer, the Voting Trustees will deliver or cause to be
delivered the Voting Trust Certificate or Certificates to the transferee of the same
number of shares of capital stock called for by the Voting Trust Certificate so
transferred. Until such transfer, the Voting Trustees may treat the registered holder of a
Voting Trust Certificate as owner of the same for all purposes whatsoever. Every


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assignee or transferee of a Voting Trust Certificate issued under this Agreement shall,
by the acceptance of such Voting Trust Certificate, become a party to this Agreement
with like effect as though an original Subscriber of this Agreement.

V.    Stock in Name of Voting Trustees
      The shares of capital stock of the Corporation, Certificates for which shall be
deposited under this Agreement with the Voting Trustees, shall be vested in the Voting
Trustees and shall be transferred to the name of the Voting Trustees on the books of
the Corporation.

VI.     Voting Trustees Succeed to All Rights in Stock
        Until the actual delivery by the Voting Trustees to the holders of Voting Trust
Certificates of the capital stock of the Corporation or until the Voting Trustees shall have
delivered the stock of the Corporation held by them to the Agent or to the Corporation
as provided below in this Agreement, the Voting Trustees, or a majority of them, shall
possess and in their discretion shall be entitled to exercise in person or by their
nominee, all rights and powers of absolute owners in respect of all the stock of the
Corporation held by them, including the right to vote on the stock and to take part and
consent to any corporate or stockholders' action of any kind and to receive dividends
and distributions on the stock. In addition, except as provided in this Agreement, it is
agreed that the holders of Voting Trust Certificates shall not have any right with respect
to any such stock held by the Voting Trustees to vote or take part in or consent to or in
any way control or limit any corporate or stockholders' action. The Voting Trustees' right
to vote shall include the right to vote for election of Directors and in favor of or in
opposition to any resolution or proposed action of any character whatever which may be
presented in any meeting requiring the consent of stockholders of the Corporation.

VII.   Election of Board of Directors
       Until this Voting Trust Agreement shall be terminated as provided in this
Agreement, the Voting Trustees under this Agreement shall vote the stock deposited
under this Agreement to effect the election of and to continue in office a Board of
Directors of the Corporation which shall consist of (number of members).

VIII.   Dividends
        The registered holders of Voting Trust Certificates shall be entitled, until
distribution of the stock of the Corporation deposited under this Agreement as provided
for below in this Agreement, to receive from time to time payments equal to the cash
dividends, if any, collected by the Voting Trustees upon the like number of shares of
capital stock of the Corporation represented in such Voting Trust Certificates. In case
Certificates for any shares of capital stock of the Corporation shall be issued to the
Voting Trustees as stock dividends upon the stock of the Corporation held by them
under this Agreement, they shall hold such stock and the Certificates representing it
subject to the provision of this Agreement; but the registered holder of each Voting Trust
Certificate then outstanding shall be entitled to receive from the Voting Trustees, Voting
Trust Certificates for the number of shares received by the Voting Trustees as the stock
dividend on shares represented by his Voting Trust Certificates. If any dividend or other



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distribution other than cash or stock of the Corporation shall be received by the Voting
Trustees, the Voting Trustees may in their discretion distribute the same ratably among
the holders of Voting Trust Certificates in accordance with their respective shares or
may issue such Certificates or other evidences of interest in the same as to the Voting
Trustees may seem advisable or may hold the same until the termination of this
Agreement.

IX.     Termination of Voting Trust
        On (date), unless the Voting Trustees exercise their right, which is by this
Agreement now granted to them, to terminate this Agreement by unanimous vote at any
time prior to that date, the Voting Trustees shall distribute the stock of the Corporation
held by them to the holders of the Voting Trust Certificates as follows: The Voting
Trustees shall, upon presentation and surrender on or after such date of Voting Trust
Certificates accompanied by properly executed transfers of such Certificates to the
Voting Trustees, deliver or cause to be delivered to the holders of outstanding Voting
Certificates, the stock of the Corporation held by the Voting Trustees in the amounts
represented by the interests in the same of the holders of the Voting Trust Certificates.
On or after the termination of this Agreement as above provided, the Voting Trustees
may deposit with the Agent, or with the Corporation, the stock of the Corporation held
by them under this Agreement, with properly executed transfers of such stock and
instructions to distribute the same to the registered holders of such Voting Trust
Certificates in the manner above provided, and they shall then be relieved and
discharged from all further obligation and liability under this Agreement.

X.     Method of Voting Stock
       Except with respect to election of directors, the Voting Trustees shall at all
stockholders' meetings vote the stock represented by the respective outstanding Voting
Trust Certificates in accordance with the direction of the respective holders of the same.
The Voting Trustees may in all matters act either at a meeting or by a writing or writings
with or without a meeting.

XI.     Resignation of Trustees and Filling Trustee Vacancies
        The number of Voting Trustees shall be (number). In every case of death,
resignation, or incapacity of a Voting Trustee, the vacancy so occurring shall be filled in
the following manner: The vacancy will be filled by the appointment made by a majority
of the remaining Voting Trustees or by a single remaining Trustee, as the case may be,
by a written instrument, a copy of which shall be deposited with the Corporation at its
principal office in (Name of state). If all Trusteeships become vacant, the Subscribers
will elect new Voting Trustees by a majority vote, with each Subscriber having a
proportionate number of votes to the number of Voting Trust Certificates held by him for
each of the three Trusteeships. The Voting will be cumulative. Each successor Trustee
shall from the time of such appointment be deemed a Voting Trustee under this
Agreement and have all the estate, title, rights, and powers of a Voting Trustee under
this Agreement. All acts and instruments shall be done and executed which shall be
necessarily or reasonably requested for the purpose of effecting such succession and of
making the Voting Trustees as they shall exist upon such appointment the owners of



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record of the stock deposited with the Voting Trustees. Until the appointment of a
successor, the remaining Voting Trustees shall have all the estate, title, rights, and
powers of the original Voting Trustees. The Voting Trustees from time to time in office,
may adopt, use, and issue Voting Trust Certificates bearing the names of their
predecessors or any of them.

XII.  Voting Trustee’s Proxies
      The Voting Trustees may vote stock of the Corporation in person or by such
persons as they shall select as their proxy.

XIII.  Voting Trustees Liability for Negligence
       In voting the shares of stock or doing any act with respect to the control or
management of the Corporation or its affairs, as holders of the stock deposited under
this Agreement, the Voting Trustees shall exercise their best judgment in the interest of
the Corporation, and to the end that its affairs shall be properly managed. No Voting
Trustee shall be liable for any error of judgment or mistake of law or other mistake, or
for anything save only the Trustee's willful misconduct or gross negligence.

XIV.   Resignation of Voting Trustees’ Agent
       The Agent of the Voting Trustees may at any time resign its duties under this
Agreement by giving (number) days' notice to the Voting Trustees, and such Agent may
at any time be removed by a written instrument signed by at least a majority of the then
Voting Trustees and delivered to the Agent. In case of a vacancy in the position of
Agent, a majority of the Voting Trustees, by a writing signed by them and delivered to
the successor named in the writing, may appoint a successor to the Agent, which
successor shall then be entitled to all rights, authority, and powers conferred by this
Agreement upon the above-named Agent. The Agent so resigning or so removed shall
then deliver to such successor, the stock of the Corporation held by it under this
Agreement, together with all books, registers, and other papers pertaining or relating to
the stock or the Voting Trust Certificates which may from time to time be issued under
this Agreement.

XV.    New Subscribers
       Any holder of capital stock of the Corporation may at any time become a
Subscriber to this Agreement with respect to any such stock by subscribing to this
Agreement and depositing the Certificates of his stock, accompanied by duly executed
instruments of transfer as provided in this Agreement.

XVI.    Notice
        Any notice to be given to the holders of Voting Trust Certificates under this
Agreement shall be sufficiently given if mailed to the registered holders of Voting Trust
Certificates at the addresses furnished respectively by such holders to the Voting
Trustees or their Agent.

XVII. Lost Trust Certificates
      In case any Trust Certificate issued under this Agreement shall become



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mutilated, destroyed, stolen, or lost, the Voting Trustees, in their discretion, may
authorize the issue of a new Trust Certificate; and then the Agent of the Trustees shall
issue a new Trust Certificate in substitution for a like number of shares and bearing a
like serial number. The applicant for such substituted Trust Certificate shall furnish to
the Trustees and to their Agent evidence to their satisfaction, respectively, of the
mutilation, destruction, theft, or loss of such Trust Certificate, together with such
indemnity to both the Trustees and/or their Agent, respectively, as, in their discretion,
they may require.

XVIII. Trustees Dealing with Corporation
       The Voting Trustees shall not be disqualified by their office from dealing or
contracting with the Corporation either as vendor, purchaser, or otherwise, nor shall any
transaction or contract of the Corporation be void or voidable by reason of the fact that
any Voting Trustee or any firm of which any Voting Trustee is a member or any
Corporation of which any Voting Trustee is a stockholder or director, is in any way
interested in such transaction or contract; nor shall any Voting Trustee be liable to
account to the Corporation or to any stockholder of the Corporation for any profits
realized by, from, or through any such transaction or contract by reason of the fact that
the Voting Trustee, or any firm of which the Voting Trustee is a member, or any
corporation of which the Voting Trustee is a stockholder or director, was interested in
such transaction or contract.

XIX.   Amendment of Voting Trust
       This Agreement may be amended or terminated at any time by an instrument in
writing duly executed and acknowledged by the owners and holders of Trust Certificates
representing a majority of the shares of stock of the Corporation having voting power.

XX.     Execution of Voting Trust Agreement
        This Agreement shall bind and benefit the executors, administrators, assigns,
and successors of the respective parties to this Agreement and may be simultaneously
executed in any number of counterparts, each of which, when so executed, shall be
deemed to be an original; and such counterparts together shall constitute one
instrument. An original of this Agreement shall be placed with the Agent of the Trustees,
and a duplicate shall be filed with the Corporation at its principal office in (Name of
state).

XXI.   Acceptance of Trust by Voting Trustees
       The Voting Trustees accept the above Trust subject to all of the terms,
conditions, and reservations contained in this Agreement, and agree that they will
exercise their powers and perform their duties of Voting Trustees as set forth in this
Agreement; provided, however, that nothing contained in this Agreement shall be
construed to prevent any or all of the Voting Trustees from resigning and discharging
themselves from the Trust.




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XXII. In this Agreement, any reference to a party includes that party's heirs, executors,
administrators, successors and assigns, singular includes plural and masculine includes
feminine.
     The parties to this Agreement have respectively signed this Voting Trust
Agreement on (date).



__________________________                         __________________________
(Signature of Shareholder)                         (Signature of Shareholder)

________________________________                   ________________________________
(Printed Name of Shareholder)                      (Printed Name of Shareholder)


__________________________                         __________________________
(Signature of Shareholder)                         (Signature of Trustee)

________________________________                   ________________________________
(Printed Name of Shareholder)                      (Printed Name of Trustee)


__________________________
(Signature of Trustee)

________________________________
(Printed Name of Trustee)

                              Acceptance of Appointment as Agent

       The undersigned Bank accepts the foregoing appointment as Agent as well as
the duties and responsibilities of acting as such Agent.
                                                            (Name of Bank)




                                                            By: _______________________
                                                            (Signature of Officer)


                                                            ________________________________
                                                            (Printed Name and Title of Officer)




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Description: This is an agreement whereby a voting trust is created and the shares and voting rights of one or more shareholders are legally transferred to a trustee for a certain period of time. Once the trust expires, the shares held by the trustee are transferred back to the shareholders. Under this particular agreement, the trustee must vote all of the shares for a specific director. However, the trustee must vote the shares at the direction of shareholders at the shareholders meeting. This Agreement can be used by the shareholders of a corporation that want to transfer their shares to a trustee for a specific period of time.