RS 12:78 Voting trusts - Louisiana Statutes

§78.  Voting trusts

A.  One or more shareholders of a corporation may, pursuant to an agreement in writing, transfer shares to any one or more persons or corporation having authority to act as trustees, for the purpose of vesting in the transferees, as trustees, for a period not exceeding fifteen years and upon the terms and conditions stated in the agreement, all voting or other rights pertaining to such shares.  The voting trust agreement may stipulate that the time of the agreement may be extended under the same terms and conditions for an additional period, not to exceed ten years from the date of expiration of the original agreement.  When the original agreement contains such a stipulation, it shall provide for the manner, method, time, and place for a meeting of all of the depositing shareholders to vote on the extension.  At least a majority in interest of all depositing shareholders, and a larger percentage if stipulated, must vote for extension if the original agreement is to remain effective beyond its original expiration date.  

B.  Unless the agreement provides otherwise, any other shareholder may at any time transfer his shares to the same trustee or trustees upon the terms and conditions stated in the agreement, and thereupon shall be bound by, and shall have the benefits of, all of the provisions of the voting trust agreement.  

C.  The certificates of shares transferred to a trustee or trustees shall be surrendered and cancelled, and new certificates therefor issued in the name of the trustee or trustees.  In the new certificates it shall appear that they are issued pursuant to the voting trust agreement.  In the entry of transfer on the records of the corporation, it shall be noted that the transfer is made pursuant to the agreement.  

D.  The trustee or trustees shall execute and deliver voting trust certificates to the transferors.  Such voting trust certificates shall be transferable in the same manner and with the same effect as certificates of stock under the provisions of Part II of Chapter 6 of this Title.  

E.  The trustee or trustees shall possess all voting and other rights pertaining to the shares so transferred and registered in his or their names, subject to the terms and conditions of, and for the period specified in, the agreement.  

F.  Unless otherwise provided in the agreement:

(1)  The trustee or trustees may vote in person or by proxy;

(2)  If there are two or more trustees, the manner of voting shall be determined as provided in R.S. 12:75(E);

(3)  Vacancies among the trustees shall be filled by the remaining trustee or trustees;

(4)  A trustee shall incur no responsibility as trustee except for his individual neglect or malfeasance.  

G.  The trustee or trustees shall keep at a place available to holders of voting trust certificates, 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, the number and class of shares represented by each certificate held by them, and the dates when they became the owners thereof.  The record may be in written form or in any other form capable of being converted into written form within a reasonable time.  

H.  A duplicate of every voting trust 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 R.S. 12:103.  

Acts 1968, No. 105, §1; Acts 1993, No. 983, §1, eff. June 25, 1993.