Fill and Sign the Voting Trust Agreement Form

Voting Trust Agreement This Voting Trust Agreement is made on _________________ (date) , between ______________________ (Name of Beneficiary One) , of ____________________________ ___________________________________________ (street address, city, state, zip code) , ________________________ (Name of Beneficiary Two) , of __________________________ ____________________________________________ (street address, city, state, zip code) , and _____________________ (Name of Beneficiary Three) , of ________________________ ____________________________________________ (street address, city, state, zip code) , hereinafter jointly called the Beneficiaries, and ____________________ (Name of Trustee One) , of _____________________________________________________________________ (street address, city, state, zip code) , _____________________ (Name of Trustee Two) , of ____________________________________________________________________________ (street address, city, state, zip code) , and _________________________ (Name of Trustee Three) , of ____________________________________________________________________ _________ (street address, city, state, zip code) , hereinafter jointly called the Trustees. Whereas, ______________________ (Name of Owner One) , ____________________ (Name of Owner Two) , and ______________________ (Name of Owner Three) , are owners respectively of _______ (number) , ______ (number) , and ______ (number) shares of the issued and outstanding stock of _____________________________ (Name of Corporation) , a Corporation organized and existing under the laws of ____________________ (name of state) , with its principal office located at __________________________________________________ _________________________ (street address, city, state, zip code) , (the Corporation ); and Whereas, _______________________ (Name of Trustee One) , __________________ (Name of Trustee Two) , and _____________________ (Name of Trustee Three) , the Trustees of this Trust, own no shares of the Corporation ; and Whereas, the persons who sign this Agreement as Beneficiaries own shares of the stock of the Corporation in the number set forth opposite their signatures to this Agreement; and Whereas, the Trustees and Beneficiaries enter into this Agreement and declaration of Trust for the purpose of insuring stability and continuity in the management and control of the affairs of the Corporation ; Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Definitions Unless otherwise stated in the Agreement: A. Stock or shares refers to all voting stock of the Corporation , and includes all shares or other securities that may at any time be exchanged for shares of the common stock of the Corporation pursuant to a merger, consolidation or other reorganization. B. Corporation refers to ___________________________ (Name of Corporation) , and shall include any and all successors to all or substantially all of the assets and business of _______________________________ (Name of Corporation) . C. Beneficiarie s mean those persons with the rights and duties of Beneficiaries described in this Agreement. D. Trustees mean the persons with the rights and duties of the Trustees described in this Agreement. E. Voting Trust Certificate means the document given by the Trustees to the Beneficiaries to evidence deposit of stock with the Trustees by the Beneficiaries. F. Majority of Beneficiaries means Beneficiaries holding Voting Trust Certificates representing a majority of the voting power of the stock deposited with the Trustees pursuant to this Agreement. G. Parties to this Agreement mean any party to this Agreement or his or her successor in interest. 2. Creation and Termination of Trust The effective date of this Agreement is _________________ (date) and the Agreement shall be irrevocable until _________________ (date) . At any time within (e.g. two) _____ years prior to the time of expiration of the Agreement as originally fixed or last extended, one or more Beneficiaries under this Voting Trust Agreement may, by written Agreement and with the written consent of the voting Trustee or Trustees, extend the duration of the Voting Trust Agreement with respect to their shares for an additional period not exceeding (e.g. 10) ______ years from the expiration date of the Trust as originally fixed or last extended. However, the shares deposited in Trust by any beneficiary may be required by such beneficiary to be sold free of this Trust pursuant to the terms of Section 5 of this Agreement. 3. Delivery of Shares to Trust; Voting Trust Certificates Each of the Beneficiaries agrees to deliver to the Trustees the certificates of all stock of the Corporation owned by such Beneficiary, and all stock of the Corporation acquired after the effective date of this Agreement and before the termination of this Agreement, duly endorsed for transfer, together with such sums as are necessary to pay any taxes imposed on the transfer of such shares. The Trustees agree that they will cause the shares of stock to be transferred on the books of the Corporation to the Trustees in their capacity as Trustees. The Trustees agree to issue and deliver to each of the Beneficiaries a Voting Trust Certificate evidencing receipt by the Trustees of stock subject to the terms of this Agreement. The Voting Trust Certificate shall be in the form of Exhibit A attached to this Agreement. Within (e.g. 10) ______ days after the termination of this Agreement, the Trustees shall redeliver to the holders of record of Voting Trust Certificates, the stock certificates representing the number of shares of stock or the net proceeds of such shares for which the Voting Trust Certificates were issued, provided the holder of record of the Voting Trust Certificate surrenders the Voting Trust Certificate properly endorsed and accompanied by payment of sums sufficient to cover any stamp tax or governmental charge attributable to the transfer of or redelivery of the stock certificates. 4. Trustees’ Powers and Rights The Beneficiaries in conveying legal title to their stock to the Trustees agree that by virtue of their control of the stock during the term of and pursuant to this Agreement the Trustees shall be the sole possessor of the following stockholders' rights in that stock: A. The right to vote the stock in person or by nominee, agent, attorney-in-fact or proxy at all meetings of stockholders; B. The right to participate in, consent to, or ratify any corporate or stockholders' action; C. The right to receive all dividends and distributions in cash, kind, or in any other property; and D. The right to become financially interested in any matter or transaction to which the Corporation or any company subsidiary to, controlled by, or affiliated with the Corporation may be a party, and the right to contract with or become financially interested in any company subsidiary to, controlled by or affiliated with the Corporation as fully and freely as though the Trustees were not the Trustees under this Agreement. E. It shall be the duty of the Trustees, and they, or a majority of them, shall have full power and authority, and they are fully empowered and authorized, to represent the holders of such Trust certificates and the stock transferred to the Trustees, and to vote upon the stock, as in the judgment of the Trustees or of a majority of them may be for the best interest of the Corporation , at all meetings of the stockholders of the Corporation , in the election of directors and upon any and all matters and questions which may be brought before such meetings, as fully as any stockholder might do if personally present, provided, however, that the Trustees shall vote on the following matters only as directed by the beneficial owners of (e.g. two-thirds) ______________ in amount of the shares of stock subject to this Trust: 1. Proposals to dissolve the Corporation , or to merge or consolidate it with another Corporation or Corporation s; 2. Proposals to amend the Articles of Corporation of the Corporation ; 3. Proposals to sell substantially all the assets of the Corporation not in the ordinary course of business; and 4. Proposals which will have the effect, directly or indirectly, of reducing substantially the voting power, right to dividends, or rights to the assets of the Corporation upon liquidation, of the shares of stock subject to the Trust. F. The Trustees in accepting legal title to the stock deposited pursuant to this Agreement agree to exercise their best judgment in the interest of the Corporation to assure proper, stable, and continuous management of the affairs of the Corporation , but the Trustees are not responsible for the acts of the directors and officers of the Corporation whether or not taken pursuant to the vote or consent of the Trustees as stockholders, or whether ratified afterwards by the Trustees as stockholders. G. The Trustees may, in their discretion, notice and call a meeting of all Beneficiaries to obtain instructions from the Beneficiaries with respect to the voting of the stock on any particular question due to be considered at a stockholders' meeting. If the Trustees call such a meeting of Beneficiaries the Trustee ______________ (shall be or shall not be) bound to vote the stock in accordance with the vote of the Beneficiaries holding Voting Trust Certificates representing a majority of the voting power of stock deposited with the Trustees pursuant to this Agreement. H. The Trustees do not have the right or authority to sell or otherwise dispose of any of the stock deposited in Trust except as provided by this Agreement. Each Trustee shall, at all times during the term of this Agreement, be elected, by vote of the Trustees, a director of the Corporation unless he or she declines, in writing, to act as such. 5. Dividends; Sale of Shares Free of Trust A. The Trustees shall distribute to each registered holder of a Voting Trust Certificate cash payments equal to the amount of cash dividends received by the Trustee on account of the stock for which such Voting Trust Certificate was issued. The Trustees may fix a date not exceeding (e.g. 20) _____ days preceding any date for the payment or distribution of dividends or for the distribution of assets or rights as a record date for the determination of the Voting Trust Certificate holders entitled to receive such payment or distribution, and the holders of Voting Trust Certificates of record on such date shall be exclusively entitled to participate in such payments or distributions. In any case in which the Trustees shall fail to fix the record date, the date (e.g. three) _______ days prior to the date of payment or distribution of dividends or the distribution of assets or rights, shall constitute the record date for the determination of the holders of Voting Trust Certificates entitled to receive such payment or distribution. B. If the Trustees receive, as a dividend or distribution on account of stock held in this Trust, any additional shares of the stock of the Corporation , the Trustees shall hold such additional shares in Trust subject to all the terms and conditions of this Agreement. Any such dividend or distribution of stock shall be held for the benefit of those Beneficiaries who are the beneficial owners of the stock on account of which the particular stock dividend or distribution was issued and the Trustees shall issue to those Beneficiaries additional Voting Trust Certificates (in the form of Exhibit A ), evidencing retention by the Trustees of such stock dividends or distributions subject to this Trust. C. If the Trustees receive any moneys (other than cash dividends), or any property (other than shares of stock of the Corporation ) through a distribution by the Corporation to its stockholders, the Trustees shall distribute such money or property to the holders of Voting Trust Certificates of stock on account of which such money or property was distributed. D. If any securities of the Corporation shall be offered for subscription to the holders of stock held by the Trustees subject to this Agreement, the Trustees shall mail to each Voting Trust Certificate holder a copy of the notice of such offer promptly upon the receipt of such notice by the Trustees. Upon receipt of a request from a registered Voting Trust Certificate holder to subscribe to the issuance of securities, the Trustees shall make such subscription and payment on behalf of such Voting Trust Certificate holders; provided that such request is received by the Trustees at least (e.g. five) ______ days prior to the last date fixed by the Corporation for subscription and payment, and provided further that such request is accompanied by the sum of money required to be paid for such securities. Upon receiving from the Corporation the certificates for voting securities so subscribed for, the Trustees shall retain such voting securities and issue to the Voting Trust Certificate holder subscribing to such voting securities a Voting Trust Certificate evidencing retention by the Trustee of such voting securities subject to this Trust. Upon receiving from the Corporation the certificates for nonvoting securities so subscribed for, the Trustees shall deliver such nonvoting securities to the Voting Trust Certificate holder subscribing to such nonvoting securities. E. If any subscription rights are not exercised by any of the Voting Trust Certificate holders entitled to subscribe, the Trustees may subscribe and pay for the new securities on behalf of any other Voting Trust Certificate holder or holders who requests such subscription by sending notice of such request and payment for the securities in the manner described above. Upon receipt of securities so subscribed for, the Trustees shall distribute nonvoting securities or Voting Trust Certificates for voting securities, as provided above. F. Upon the request of any Beneficiary, the Trustees shall sell free of this Agreement any or all shares, the beneficial ownership of which is evidenced by a Voting Trust Certificate registered in the name of such Beneficiary on the records of the Trustee. All transfer taxes or other expenses incident to any such sale shall be paid by the Beneficiary requesting such sale. Such sale free of Trust shall be on such terms as are approved by the Beneficiary requesting the sale. However, any Beneficiary requesting a sale of shares free of this Trust shall redeposit in Trust any shares of the Corporation subsequently acquired by such Beneficiary by inter vivos gift or by purchase, but need not deposit shares subsequently received by any bequest or inheritance. 6. Administration of Trust Agreement A. The Trustees shall maintain a register of the holders of all outstanding Voting Trust Certificates and the Trustees may treat the duly registered holder of each Voting Trust Certificate as the absolute owner of such Voting Trust Certificate. Upon presentation to the Trustees of a Voting Trust Certificate duly endorsed in blank for transfer as provided on the Voting Trust Certificate, the Trustees shall enter in the register the name of the transferee as the absolute owner of such Voting Trust Certificate. The Trustees are not bound or affected by any other notification of a change in ownership of a Voting Trust Certificate although the Trustee may, in his or her discretion, accept other evidence of such a change in ownership of a Voting Trust Certificate and enter such change upon the register. B. The Trustees may give any required notice to the registered holders of Voting Trust Certificates by mailing such notice, postage prepaid, to the address appearing on the register for such Voting Trust Certificate holders. Any notice required to be given the Trustees shall be mailed, postage prepaid, to the Trustees at _____________________ ______________________________________ (street address, city, state, zip code) , or to such other address fixed by the Trustees as the place where they are to receive notices. The Trustees shall give to registered holders of Voting Trust Certificates notice of any change of their address. Any notice to the Corporation by any party to this Agreement must be mailed, postage prepaid, to the officers of the Corporation at its principal place of business, ________________________________________________ ____________________ (street address, city, state, zip code) , or such other location to which the principal place of business of the Corporation is removed in the future. C. If there are vacancies among the Trustees for any reason, a successor Trustee or Trustees shall be designated by the Beneficiaries. In the event of failure of the Beneficiaries to agree upon mutually acceptable successor Trustees, any party to this Agreement may apply to an appropriate court for the appointment of successor Trustees. Successor Trustees shall enjoy all the rights, powers, interests and immunities of the Trustees originally acting under this Agreement and shall succeed to the title to the shares of the Corporation held in this Trust. D. This Trust Agreement is to be governed by the laws of _________________ (name of state) . The Trustees are authorized to construe this Agreement and their reasonable construction made in good faith shall be conclusive and binding upon holders of Voting Trust Certificates or any party claiming any right under this Trust. The Trustees may seek the advice of legal counsel, which counsel may also be counsel for the Corporation , and any action taken in good faith in accordance with the opinion of such counsel shall be conclusive upon the parties to this Agreement and the Trustees shall not be liable to the parties to this Agreement on account of such action. E. The Trustees are authorized to incur and pay those reasonable expenses and charges which they deem necessary to the administration of this Agreement, including, but not limited to, necessary fees and charges for the services of legal counsel. The Trustees shall not be required to give any bond or other security for the discharge of their duties under this Trust. The Trustees shall be entitled to reasonable compensation for their services as Trustees, and to reimbursement for reasonable expenses and charges incurred in the administration of the Agreement, which compensation and reimbursement shall be paid by the Beneficiaries in proportion to their beneficial interests. 7. Inspection of Trust Agreement A duplicate of this Voting Trust Agreement and any extension of the Agreement shall be filed with the secretary of the Corporation and shall be open to inspection by a stockholder, a holder of a Voting Trust Certificate or the agent of either upon the same terms as the record of stockholders of the Corporation is open to inspection. 8. Indemnity The Trustees shall be entitled to be fully indemnified out of the dividends coming to their hands against all costs, charges, expenses, and other liabilities properly incurred by them in the exercise of any power conferred upon them by this Agreement; and the Beneficiaries, and each of them, covenant with the Trustees that if the moneys and securities in the Trustees' hands are insufficient for that purpose, the Beneficiaries and each of them will in proportion to the amounts of their respective shares and interests save harmless and keep indemnified the Trustees of and from all loss or damage which they may sustain or be put to by reason of anything they may lawfully do in the execution of this Trust. 9. Additional Trustees The voting Trustees for the time being shall have the power and authority by (e.g. unanimous) _________________ consent in writing filed with the Corporation , a copy of which shall be mailed to each Beneficiary at his or her address as the same shall appear upon the books of the Trustees, to add from time to time one or more Trustees to the number of Trustees under this Agreement; provided, however, that no person shall be so added as a Trustee unless he or she shall at the time of his or her designation as a Trustee is the holder of not fewer than _________ (number) shares of the ___________ (class) stock of the Corporation , of which not fewer than ________ (number) shares at the time of his or her acceptance of the designation as a Trustee and as a condition to his or her becoming such a Trustee, shall be transferred by him or her to the Trustees under the terms and provisions of this Agreement; and provided further that such person so designated shall continue to be a stockholder of record with respect to at least ________ (number) shares of the __________ (class) stock of the Corporation . Any Trustee so appointed and added shall immediately become vested with all the rights, property, powers and authority vested in Trustees pursuant to this Agreement. 10. Titles Titles of the sections and paragraphs of this Agreement are for convenient reference only and shall not to any extent have the effect of modifying, amending or changing the terms and provisions of this Agreement. 11. Words and Gender or Number As used in this Agreement, unless the context clearly indicates the contrary, the singular number shall include the plural, the plural the singular, and the use of any gender shall be applicable to all genders. 12. Execution in Counterpart This Agreement may be executed in any number of counterparts, each of which shall be taken to be an original. 13. Severability If any part of this Agreement is found to be void, the remaining provisions of this Agreement shall nevertheless be binding with the same effect as though the void parts were deleted. 14. Effective Date This Agreement shall be effective only upon execution by all of the proposed parties. 15. Waiver No waiver of any provision of this Agreement shall be valid unless in writing and signed by the person or party against whom charged. 16. Applicable Law This Agreement shall be subject to and governed by the laws of ________________ (name of state) . 17. Assignment This Agreement shall be binding upon and inure to the benefit of the parties to it and their respective heirs, legal representatives, executors, administrators, successors and assigns. Witness our signatures this _________________ (date) . ______________________________ ______________________________ ______________________________ ______________________________ (Name & Signature of Trustee One) (Name & Signature of Trustee Two) _______________________________ _______________________________ (Name & Signature of Trustee Three) ________________________ _________________________________ (Number of Shares Owned) _________________________________ (Name & Signature of Beneficiary One) _______________________ _________________________________ (Number of Shares Owned) _________________________________ (Name & Signature of Beneficiary Two) _______________________ ___________________________________ (Number of Shares Owned) ___________________________________ (Name & Signature of Beneficiary Three)