N.Y. Business Corporation Law § 621: Voting trust agreements

§ 621. Voting trust agreements.

(a) Any shareholder or shareholders, under an agreement in writing,

may transfer his or their shares to a voting trustee or trustees for the

purpose of conferring the right to vote thereon for a period not

exceeding ten years upon the terms and conditions therein stated. The

certificates for shares so transferred shall be surrendered and

cancelled and new certificates therefor issued to such trustee or

trustees stating that they are issued under such agreement, and in the

entry of such ownership in the record of the corporation that fact shall

also be noted, and such trustee or trustees may vote the shares so

transferred during the term of such agreement.

(b) The trustee or trustees shall keep available for inspection by

holders of voting trust certificates at his or their office or at a

place designated in such agreement or of which the holders of voting

trust certificates have been notified in writing, correct and complete

books and records of account relating to the trust, and a record

containing the names and addresses of all persons who are holders of

voting trust certificates and the number and class of shares represented

by the certificates held by them and the dates when they became the

owners thereof. The record may be in written form or any other form

capable of being converted into written form within a reasonable time.

(c) A duplicate of every such agreement shall be filed in the office

of the corporation and it and the record of voting trust certificate

holders shall be subject to the same right of inspection by a

shareholder of record or a holder of a voting trust certificate, in

person or by agent or attorney, as are the records of the corporation

under section 624 (Books and records; right of inspection, prima facie

evidence). The shareholder or holder of a voting trust certificate

shall be entitled to the remedies provided in that section.

(d) At any time within six months before the expiration of such voting

trust agreement as originally fixed or as extended one or more times

under this paragraph, one or more holders of voting trust certificates

may, by agreement in writing, extend the duration of such voting trust

agreement, nominating the same or substitute trustee or trustees, for an

additional period not exceeding ten years. Such extension agreement

shall not affect the rights or obligations of persons not parties

thereto and shall in every respect comply with and be subject to all

the provisions of this section applicable to the original voting trust

agreement.