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Voting Trust Agreement
AGREEMENT made [date] by and between [name] and [name], stockholders holding voting shares of stock of [name of corporation] (Corporation), a corporation organized pursuant to the laws of [state], having principal office at [address] (Stockholders), and [name] and [name] (Trustees).
WHEREAS, Stockholders do not intend to take an active part in Corporation's management; and
WHEREAS, Stockholders desire that their interests in Corporation be protected; and
WHEREAS, the parties intend to accomplish this by the provisions of this Agreement;
It is agreed as follows:
1. Transfer of Stock to Trustees. Stockholders shall assign and deliver their stock certificates (representing voting shares of stock of Corporation) to Trustees who shall cause the stock represented by the certificates to be transferred to them as voting Trustees on the books of Corporation.
2. Term of Trust. The voting trust created by this Agreement shall continue for ten years from the date of this Agreement.
3. Trustees' Powers. During the term of this Agreement, Trustees shall have the exclusive right to vote the stock transferred pursuant to this Agreement, or to give written consents in lieu of voting the stock for any purpose, in person or by proxy at any and all meetings of Stockholders of Corporation and in any proceedings at which the vote or written consent of Stockholders may be required or authorized by law.
4. Trust Certificate. Trustees will issue and deliver to each of Stockholders (or Stockholder's nominee) certificates for the number of shares transferred by him to Trustees, in form substantially as follows:
The undersigned, Voting Trustees of the stock of [name of corporation] (Corporation), under an agreement made [date], having received certain shares of the stock of Corporation, pursuant to the agreement, and which agreement the holder of this Certificate by accepting it, ratifies and adopts, certify that [name] will be entitled to receive a certificate for [number] fully paid shares of Corporation on the expiration of the voting trust agreement and, in the meantime, shall be entitled to receive payments equal to any dividends that may be collected by Trustees upon a like number of shares held by them under the terms of the trust agreement.
This Certificate is transferable only on the books of Trustees, by the registered holder in person or by his authorized attorney. By accepting this Certificate, the holder consents that Trustees may treat the registered holder as the true owner for all purposes, except the delivery of stock certificates, which delivery shall not be made without the surrender of this Certificate.
IN WITNESS WHEREOF, Trustees have caused this Certificate to be executed in their names and have affixed their hands and seals, this [date].
5. Expiration of Term. At the expiration of the term of the trust, Trustees or their survivors will, upon surrender of the trust certificates, deliver to the holders of the certificates shares of stock of Corporation equivalent in amount to the shares represented by the trust certificates surrendered.
6. Limitation of Trustees' Liability. Trustees will use their best judgment in voting the stock held by them, but assume no responsibility for the consequence of any vote cast, or consent given by them in good faith, and in the absence of gross negligence.
7. Death, Resignation, Incapacity of Trustees. Upon the death, resignation, or inability to act on any of Trustees, the survivors or survivor may act alone with all rights, powers, and privileges; no Trustee shall be required to give bond or other security for the faithful performance of his duties.
A Trustee may resign by submitting his resignation in writing to the Secretary of Corporation. The resignation shall become effective upon the date of receipt.
*** If Required By State Law ***
This Section for Notary:
State of _________
County of ________ [County]
On [Date] before me, [Name of Notary], notary, personally appeared [Name of Person(s) Involved], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
My commission expires: _____