N.Y. Not-for-Profit Corporation Law § 1317: Voting trust records

§ 1317. Voting trust records.

(a) A voting trustee, appointed under a voting trust agreement to

vote the shares of a foreign corporation conducting activities in this

state, who either has an office in this state or has designated a

transfer agent within this state, shall produce for examination and

permit to be examined in this state, at the office of the foreign

corporation or at his office or at the office of such transfer agent, a

record of voting trust certificate holders setting forth their names,

alphabetically arranged, and addresses, the number and class of shares

represented by the certificates held by them respectively and the dates

when they respectively became the owners thereof, upon the written

demand of any resident of this state who shall have been a voting trust

certificate holder or a shareholder of the foreign corporation for at

least six months immediately preceding his demand, or of any resident of

this state holding, or thereunto authorized in writing by the holders

of, at least five percent of any class of the outstanding shares of such

foreign corporation, either directly or as holders of voting trust

certificates for such shares, subject to the same terms and conditions

set forth with respect to the right of examination of the record of

members of the foreign corporation in section 1316 (Record of members).

(b) The voting trustee shall deposit an exact copy of the voting

trust agreement with the foreign corporation at its office in this state

or at the office of the transfer agent in this state.

(c) The copy of the voting trust agreement shall be subject to the

same right of examination by voting trust certificate holders and by

shareholders of the foreign corporation as is the record of members of a

corporation under section 621 (Books and records; right of inspection,

prima facie evidence).

(d) Upon refusal by a voting trustee or his transfer agent to produce

for examination or to permit an examination of the record of voting

trust certificate holders or of such copy of the voting trust agreement

as herein provided, the person making the demand may apply to the

supreme court, upon such notice as the court may direct, for an order

directing the voting trustee or his transfer agent to show cause why an

order should not be granted directing such production and permitting

such examination. Upon the return day of the order to show cause, the

court shall hear the parties summarily, by affidavit or otherwise, and

if it appears that the applicant is entitled to such examination, the

court shall grant an order compelling such production for examination

and awarding such further relief as to the court may seem just and

proper.

(e) Where the voting trust agreement shall vest in the voting trustee

the right to vote the shares of a foreign corporation which has an

office in this state for conducting activities and either the principal

activity of which is conducted within this state or the greater part of

its property is located within this state, the voting trust agreement is

an express trust created under the laws of this state and the supreme

court upon the petition of a voting trust certificate holder may

exercise such power over the trustee named therein as is granted to the

court by section 7-2.6 of the estates, powers and trusts law.