2015 Indiana Code TITLE 23. BUSINESS AND OTHER ASSOCIATIONS ARTICLE 1. INDIANA BUSINESS CORPORATION LAW CHAPTER 31. VOTING TRUSTS AND AGREEMENTS
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IC 23-1-31
Chapter 31. Voting Trusts and Agreements
IC 23-1-31-1
Voting trust
Sec. 1. (a) One (1) or more shareholders may create a voting trust,
conferring on a trustee the right to vote or otherwise act for them, by
signing an agreement setting out the provisions of the trust (that may
include anything consistent with its purpose) and transferring their
shares to the trustee. 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.
(b) 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 its effective date 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:
(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; or
(4) in connection with any other act or thing constituting an
interest sufficient in law to support a power coupled with it.
(c) If an irrevocable voting trust is extended in accordance with
subsection (b), 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.149-1986, SEC.15.
IC 23-1-31-2
Voting agreement
Sec. 2. (a) Two (2) or more shareholders may provide for the
manner in which they will vote their shares by signing an agreement
for that purpose. A voting agreement created under this section is not
subject to the provisions of section 1 of this chapter.
(b) A voting agreement created under this section is specifically
enforceable.
Indiana Code 2015
As added by P.L.149-1986, SEC.15.
Indiana Code 2015
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