VOTING TRUST AGREEMENT
By agreement made this ________ day of _______________, _____, between the undersigned stockholders of _______________________, Inc., a corporation organized under the laws of _______________, and all other stockholders of the said corporation who shall join in and become parties to this agreement as hereinafter provided, all of which stockholders are hereinafter called Subscribers, and, __________________________ who is hereinafter called the Trustee:
Whereas, the Subscribers are respectively owners of shares of common stock in the Corporation and the amounts set out opposite their signatures hereto;
And whereas, with a view to the safe and competent management of the Corporation, in the interest of all the stockholders thereof, the Subscribers are desirous of creating a trust in the following manner;
Now, it is hereby agreed and declared as follows:
1. The Subscribers shall endorse, assign, and deliver to the Trustee the certificates representing the shares of stock owned by them respectively, and shall do all things necessary for the transfer of their respective shares to the Trustee on the books of the Corporation.
2. Every other stockholder in the corporation may become a party to this agreement by signing it and assigning and delivering the certificates of his shares to the Trustee.
3. The Trustee shall hold the shares of stock transferred to him, under the terms and conditions hereinafter set forth.
4. The Trustee shall surrender to the proper officer of the Corporation the certificates of the Subscribers, and shall receive for them new certificates issued to him as Trustee under this agreement.
5. The Trustee shall issue to each of the Subscribers a trust certificate for the number of shares transferred by the Subscriber to the Trustee. Each trust certificate shall state that it is issued under this agreement, and shall set forth each Subscriber's proportional interest in the trust. The Trustee shall keep a list of the shares of stock transferred to him, and shall keep a record of all trust certificates issued or transferred on his books, which records shall contain the names and addresses of the trust certificate holders and the number of shares represented by each trust certificate. Such list and record shall be open at all reasonable times to the inspection of the trust certificate holders.
6. It shall be the duty of the Trustee, and he shall have the power to represent the Subscribers and the stock transferred to the Trustee as aforesaid, and vote upon such stock, as in the judgment of the Trustee may be for the best interest of the Corporation, in the election of directors and upon any and all matters and questions which may be brought before them, as fully as any stockholder might do.
7. The Trustee shall collect and receive all dividends that may accrue upon the shares of stock subject to this trust, and shall pay the same to the trust certificate holders in proportion to the number of shares respectively represented by their trust certificates.
8. The Trustee shall be entitled to be fully indemnified out of the dividends coming into their hands for all costs, changes, expenses, and other liabilities properly incurred by him in the exercise of any power conferred upon him by this agreement; and the Subscribers hereby covenant with the Trustee that in the event that the monies and securities in their hands are not sufficient for that purpose, the Subscribers and each of them will, in proportion to the amounts of their respective shares and interests, indemnify the Trustee of and from all loss or damage which he may sustain or be put to, by reason of anything he may lawfully do in the execution of this trust.
9. In the event that the holder of any trust certificate shall desire to sell or pledge his beneficial interest in the shares of stock represented thereby, he shall first give to the Trustee notice in writing of such desire, and the Trustee shall have the right to purchase the trust certificates at the book value of the stock represented by such certificates at the time of such purchase. If the Trustee shall exercise such option to purchase, he shall hold the beneficial interest thereof for the benefit of all the remaining trust certificate holders who shall, upon ______ days notice given by the Trustee before exercising such option, contribute their respective proportionate share of the purchase money to be paid by the Trustee. In the event that the Trustee shall not exercise such option to purchase the subscriber's interest, and only in that event, the holder of such trust certificate shall have the right to sell the same without restriction.
10. In the event of any trustee dying, resigning, refusing, or becoming unable to act, the surviving or other Trustee, if any, shall appoint a trustee or trustees to fill the vacancy or vacancies, and any person so appointed shall thereupon be vested with all the duties, powers, and authority of a trustee as if originally named herein.
11. This trust shall continue for ______ years from the date hereof, and shall then terminate, provided, however, that the beneficial owners of ______% of the shares of stock subject to this agreement may at any time terminate this trust by resolution adopted at a meeting of the trust certificate holders called by any one of them, upon notice of _______ days, stating the purpose of such meeting, in writing, mailed to the trust certificate holders at their respective addresses as they appear in the records of the Trustee. Upon the termination of the trust, the Trustee shall, upon the surrender of the trust certificates by the respective holders thereof, assign and transfer to them the number of shares of stock thereby represented.
IN WITNESS WHEREOF, the individual parties hereto set their hands and seals, and the corporation has caused this agreement to be signed by its duly authorized officers.
These forms are provided AS IS. They may not be any good. Even if they are good in one jurisdiction, they may not work in another. And the facts of your situation may make these forms inappropriate for you. They are for informational purposes only, and you should consult an attorney before using them.