TITLE 7
Corporations, Associations, and Partnerships

CHAPTER 7-1.2
Rhode Island Business Corporation Act

PART 7-1.2-701
Shareholders

SECTION 7-1.2-709


§ 7-1.2-709 Voting trusts and agreements among shareholders.

(a) Any number of shareholders of a corporation may create a voting trust for the purpose of conferring upon a trustee or trustees the right to vote or otherwise represent their shares, for a period not to exceed ten (10) years, by entering into a written voting trust agreement specifying the terms and conditions of the voting trust, by depositing a counterpart of the agreement with the corporation at its registered office, and by transferring their shares to the trustee or trustees for the purposes of the agreement. The trustee or trustees shall keep a record of the holders of voting trust certificates evidencing a beneficial interest in the voting trust, giving the names and addresses of all the holders and the number and class of the shares in respect of which the voting trust certificates held by each are issued, and shall deposit a copy of the record with the corporation at its registered office. The counterpart of the voting trust agreement and the copy of the record deposited with the corporation are subject to the same right of examination by a shareholder of the corporation, in person or by agent or attorney, as are the books and records of the corporation, and the counterpart and the copy of the record is subject to examination by any holder of record of voting trust certificates, either in person or by agent or attorney, at any reasonable time for any proper purpose. The trust certificates must state that they are issued pursuant to the voting trust agreement, and that fact must be stated in the stock ledger of the corporation.

(b) Agreements among shareholders regarding the voting of their shares are valid and enforceable in accordance with their terms for a period not to exceed ten (10) years. An agreement is not subject to the provision of this section regarding voting trusts unless it is stated in the agreement that it is a voting trust.

(c) The provisions of this section are construed as permissive and should not be interpreted to invalidate any voting or other agreement among shareholders, or any irrevocable proxy which is otherwise not illegal.

(d) A voting trust or shareholders agreement may at any time or times be extended for an additional period not in excess of ten (10) years, but the extension is binding only with respect to those shares owned of record or beneficially by parties to the extension.

History of Section.
(P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.)