CHAPTER 31. VOTING TRUSTS AND AGREEMENTS

IC 23-1-31
    Chapter 31. Voting Trusts and Agreements

IC 23-1-31-1
Voting trust
    Sec. 1. (a) One (1) or more shareholders may create a voting trust,conferring on a trustee the right to vote or otherwise act for them, bysigning an agreement setting out the provisions of the trust (that mayinclude anything consistent with its purpose) and transferring theirshares to the trustee. When a voting trust agreement is signed, thetrustee shall prepare a list of the names and addresses of all ownersof beneficial interests in the trust, together with the number and classof shares each transferred to the trust, and deliver copies of the listand agreement to the corporation's principal office.
    (b) A voting trust becomes effective on the date the first sharessubject to the trust are registered in the trustee's name. A voting trustmay not be made irrevocable for a period of more than ten (10) yearsafter its effective date unless the voting or consenting rights grantedby the trust are coupled with an interest in the shares to which therights relate. However, if the agreement so provides, the irrevocablerights may from time to time be extended for additional periods ofnot more than ten (10) years each as to shares deposited under theagreement whose beneficial owners assent in writing to theextension. The rights are considered to be coupled with an interest inthe shares if reserved or given:
        (1) in connection with an option, authority, or contract to buyor sell the shares or part of the shares;
        (2) in connection with the pledge of the shares or part of theshares to secure the performance or nonperformance of any act;
        (3) in connection with the performance or nonperformance ofany act, or an agreement therefor, by the corporation issuing theshares; or
        (4) in connection with any other act or thing constituting aninterest sufficient in law to support a power coupled with it.
    (c) If an irrevocable voting trust is extended in accordance withsubsection (b), the voting trustee must deliver copies of the extensionagreement and list of beneficial owners to the corporation's principaloffice. An extension agreement binds only those parties signing it.
As added by P.L.149-1986, SEC.15.

IC 23-1-31-2
Voting agreement
    Sec. 2. (a) Two (2) or more shareholders may provide for themanner in which they will vote their shares by signing an agreementfor that purpose. A voting agreement created under this section is notsubject to the provisions of section 1 of this chapter.
    (b) A voting agreement created under this section is specificallyenforceable.
As added by P.L.149-1986, SEC.15.