2014 Indiana Code
TITLE 28. FINANCIAL INSTITUTIONS
ARTICLE 13. CORPORATE GOVERNANCE
CHAPTER 7. VOTING TRUSTS AND AGREEMENTS
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IC 28-13-7
Chapter 7. Voting Trusts and Agreements
IC 28-13-7-1
Creation of voting trust; requisites
Sec. 1. At least one (1) shareholder may create a voting trust,
conferring on a trustee the right to vote or otherwise act for the
shareholders by signing an agreement setting out the provisions of the
trust that:
(1) may include anything consistent with the trust's purpose; and
(2) transfer the shareholders' shares to the trustee.
As added by P.L.14-1992, SEC.163. Amended by P.L.1-1993,
SEC.211.
IC 28-13-7-2
Duties of voting trustee; agreement and list
Sec. 2. When a voting trust agreement is signed, the trustee shall
prepare a list of the names and addresses of all owners of beneficial
interests in the trust, together with the number and class of shares
each transferred to the trust, and deliver copies of the list and
agreement to the corporation's principal office.
As added by P.L.14-1992, SEC.163.
IC 28-13-7-3
Effective date; irrevocability; rights coupled with interest in shares
Sec. 3. A voting trust becomes effective on the date the first shares
subject to the trust are registered in the trustee's name. A voting trust
may not be made irrevocable for a period of more than ten (10) years
after the effective date of the trust unless the voting or consenting
rights granted by the trust are coupled with an interest in the shares
to which the rights relate. However, if the agreement so provides, the
irrevocable rights may from time to time be extended for additional
periods of not more than ten (10) years each as to shares deposited
under the agreement whose beneficial owners assent in writing to the
extension. The rights are considered to be coupled with an interest in
the shares if reserved or given for any of the following:
(1) In connection with an option, authority, or contract to buy or
sell the shares or part of the shares.
(2) In connection with the pledge of the shares or part of the
shares to secure the performance or nonperformance of any act.
(3) In connection with the performance or nonperformance of
any act, or an agreement therefor, by the corporation issuing the
shares.
(4) In connection with any other act or thing constituting an
interest sufficient in law to support a power coupled with it.
As added by P.L.14-1992, SEC.163.
IC 28-13-7-4
Irrevocable trust extension; duties of voting trustee
Sec. 4. If an irrevocable voting trust is extended in accordance
with section 3 of this chapter, the voting trustee must deliver copies
of the extension agreement and list of beneficial owners to the
corporation's principal office. An extension agreement binds only
those parties signing it.
As added by P.L.14-1992, SEC.163.
IC 28-13-7-5
Voting agreement; exemption; enforceability
Sec. 5. (a) At least two (2) shareholders may provide for the
manner in which the shareholders will vote their shares by signing an
agreement for that purpose. A voting agreement created under this
section is not subject to sections 1 through 4 of this chapter.
(b) A voting agreement created under this section is specifically
enforceable.
As added by P.L.14-1992, SEC.163.
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