17-6508.   Voting trusts and other votingagreements.(a) One or more stockholders, by agreement in writing, may deposit capitalstock of an original issue with or transfer capital stock to any person orpersons, or entity or entities authorized to act as trustee, for the purpose ofvesting in such person or persons, entity or entities, who may be designatedvoting trustee, or voting trustees, the right to vote thereon for any period oftime determined by such agreement, upon the terms and conditions stated in suchagreement. The agreement may contain any other lawful provisions notinconsistent with such purpose. After the filing of a copy of the agreement inthe registered office of the corporation in this state, which copy shall beopen to the inspection of any stockholder of the corporation, or anybeneficiary of the trust under the agreement, daily during business hours,certificates of stock or uncertificated stock shall be issued to the votingtrustee or trustees to represent any stock of an original issue so depositedwith such voting trustee or trustees, and any certificates of stock oruncertificated stock so transferred to the voting trustee or trustees shall besurrendered and canceled and new certificates or uncertificated stock thereforshall be issued to the voting trustee or trustees. In the certificates soissued, if any, it shall be stated that they are issued pursuant to suchagreement, or in the case of uncertificated shares, contained in the noticesent pursuant to subsection (f) of K.S.A. 17-6401, and amendments thereto, andthat fact shall also be stated in the stock ledger of the corporation. Thevoting trustee or trustees may vote the stock so issued or transferred duringthe period specified in the agreement. Stock standing in the name of the votingtrustee or trustees may be voted either in person or by proxy, and in votingthe stock, the voting trustee or trustees shall incur no responsibility asstockholder, trustee or otherwise, except for such voting trustee's ortrustees' individual malfeasance. In any case where two or more persons orentities are designated as voting trustees, and the right and method of votingany stock standing in their names at any meeting of the corporation are notfixed by the agreement appointing the trustees, the right to vote the stock andthe manner of voting it at the meeting shall be determined by a majority of thetrustees, or if they be equally divided as to the right and manner of votingthe stock in any particular case, the vote of the stock in such case shall bedivided equally among the trustees.

      (b)   Any amendment to a voting trust agreement shall be made by a writtenagreement, a copy of which shall be filed in the registered office of thecorporation in this state.

      (c)   An agreement between two or more stockholders, if in writing and signedby the parties thereto, may provide that in exercising any voting rights, theshares held by them shall be voted as provided by the agreement, or as theparties may agree, or as determined in accordance with a procedure agreedupon by them.

      (d)   This section shall not be deemed to invalidate any voting or otheragreement among stockholders or any irrevocable proxy which is nototherwise illegal.

      History:   L. 1972, ch. 52, § 61;L. 1988, ch. 99, § 26;Revived and amend., L. 1988, ch. 100, § 26;L. 1992, ch. 270, § 11;L. 1993, ch. 163, § 3;L. 2004, ch. 143, § 33; Jan. 1, 2005.