Voting trusts

(1) One or more members of a company incorporated under this Act may by agreement in writing transfer registered shares to, any person authorized to act as trustee for the purpose of vesting in such person, who may be designated voting trustee, the right to vote thereon and the following provisions shall apply– (a) the period of time for which the trustee may vote shall not exceed 10 years; (b) subject to paragraph (a), the agreement may contain any other provisions not inconsistent with the purpose of the agreement; 62 (c) a copy of the agreement shall be filed at the registered office of the company and shall be open to the inspection of members of the (i) in the case of any beneficiary of the trust under the agreement, daily during business hours; and (ii) in the case of members of the company, subject to the provisions of section 74; (d) where certificates for registered shares have been issued for shares that are to be transferred to a trustee pursuant to this section, new certificates shall be issued to the voting trustee to represent the shares so transferred and the certificates formerly representing the shares that have been transferred shall be surrendered and cancelled; (e) where a certificate is issued to a voting trustee, an endorsement shall be made on the certificate that the shares represented thereby are held by the person named therein pursuant to an agreement; (f) there shall be noted in the share register of the company against the record of the shares held by the trustee the fact that such an agreement exists; (g) the voting trustee may vote the shares so issued or transferred during the period specified in the agreement; (h) shares registered in the name of the voting trustee may be voted either in person or by proxy and, in voting the shares, the voting International Business Companies[CAP. 270 63 trustee shall not incur any liability as member or trustee, except in so far as he may be liable for his own conduct or acts; (i) where two or more persons are designated as voting trustees and the right and method of voting any shares registered in their name at any meeting of members or on any resolution of members are not fixed by the agreement appointing the trustees, the right to vote shall be determined by a majority of the trustees, or if they are equally divided as to the right and manner of voting the shares in any particular case, the votes of the shares in such case shall be divided equally among the trustees; (j) at any time within two years prior to the time of expiration of any voting trust agreement as originally fixed or as last extended as provided in this sub-section, one or more beneficiaries of the trust under the voting trust agreement may, by written agreement and with the written consent of the voting trustee, extend the duration of the voting trust agreement for an additional period not exceeding ten years from the expiration date of the trust as originally fixed or as last extended; and (k) the voting trustee shall, prior to the time of expiration of a voting trust agreement, as originally fixed or as previously extended, as the case may be, file at the registered office of the company a copy of the extension agreement and of his consent thereto, and thereupon the duration of the voting trust agreement shall be extended for the period fixed in the extension agreement, but no extension agreement shall affect the rights or obligations of persons not parties thereto. 64 (2) Two or more members of a company incorporated under this Act may by agreement in writing provide that in exercising any voting rights, the shares held by them shall be voted– (a) as provided by the agreement; (b) as the parties may agree; or (c) as determined in accordance with such procedure as they may agree upon. (3) No agreement made pursuant to sub-section (2) shall be effective for a period of more than ten years from the date it is made, but at any time within the two years immediately preceding the date of the expiration of the agreement the parties may extend its duration for an additional period, not exceeding ten years at any one time, as they may desire. (4) The validity of any voting trust or other voting agreement is not affected during a period of ten years from the date when it was created or last extended by reason only of the fact that under its terms it will or may last beyond a period of ten years. (5) This section shall be deemed not to invalidate any voting or other agreement among members or any irrevocable proxy that is not otherwise illegal.