Article 65.--MEETINGS, ELECTIONS, VOTING AND NOTICES
17-6508.Voting trusts and other voting
agreements.
(a) One or more stockholders, by agreement in writing, may deposit capital
stock of an original issue with or transfer capital stock to any person or
persons, or entity or entities authorized to act as trustee, for the purpose of
vesting in such person or persons, entity or entities, who may be designated
voting trustee, or voting trustees, the right to vote thereon for any period of
time determined by such agreement, upon the terms and conditions stated in such
agreement. The agreement may contain any other lawful provisions not
inconsistent with such purpose. After the filing of a copy of the agreement in
the registered office of the corporation in this state, which copy shall be
open to the inspection of any stockholder of the corporation, or any
beneficiary of the trust under the agreement, daily during business hours,
certificates of stock or uncertificated stock shall be issued to the voting
trustee or trustees to represent any stock of an original issue so deposited
with such voting trustee or trustees, and any certificates of stock or
uncertificated stock so transferred to the voting trustee or trustees shall be
surrendered and canceled and new certificates or uncertificated stock therefor
shall be issued to the voting trustee or trustees. In the certificates so
issued, if any, it shall be stated that they are issued pursuant to such
agreement, or in the case of uncertificated shares, contained in the notice
sent pursuant to subsection (f) of K.S.A. 17-6401, and amendments thereto, and
that fact shall also be stated in the stock ledger of the corporation. The
voting trustee or trustees may vote the stock so issued or transferred during
the period specified in the agreement. Stock standing in the name of the voting
trustee or trustees may be voted either in person or by proxy, and in voting
the stock, the voting trustee or trustees shall incur no responsibility as
stockholder, trustee or otherwise, except for such voting trustee's or
trustees' individual malfeasance. In any case where two or more persons or
entities are designated as voting trustees, and the right and method of voting
any stock standing in their names at any meeting of the corporation are not
fixed by the agreement appointing the trustees, the right to vote the stock and
the manner of voting it at the meeting shall be determined by a majority of the
trustees, or if they be equally divided as to the right and manner of voting
the stock in any particular case, the vote of the stock in such case shall be
divided equally among the trustees.
(b) Any amendment to a voting trust agreement shall be made by a written
agreement, a copy of which shall be filed in the registered office of the
corporation in this state.
(c) An agreement between two or more stockholders, if in writing and signed
by the parties thereto, may provide that in exercising any voting rights, the
shares held by them shall be voted as provided by the agreement, or as the
parties may agree, or as determined in accordance with a procedure agreed
upon by them.
(d) This section shall not be deemed to invalidate any voting or other
agreement among stockholders or any irrevocable proxy which is not
otherwise 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.
Article 65.--MEETINGS, ELECTIONS, VOTING AND NOTICES
17-6508.Voting trusts and other voting
agreements.
(a) One or more stockholders, by agreement in writing, may deposit capital
stock of an original issue with or transfer capital stock to any person or
persons, or entity or entities authorized to act as trustee, for the purpose of
vesting in such person or persons, entity or entities, who may be designated
voting trustee, or voting trustees, the right to vote thereon for any period of
time determined by such agreement, upon the terms and conditions stated in such
agreement. The agreement may contain any other lawful provisions not
inconsistent with such purpose. After the filing of a copy of the agreement in
the registered office of the corporation in this state, which copy shall be
open to the inspection of any stockholder of the corporation, or any
beneficiary of the trust under the agreement, daily during business hours,
certificates of stock or uncertificated stock shall be issued to the voting
trustee or trustees to represent any stock of an original issue so deposited
with such voting trustee or trustees, and any certificates of stock or
uncertificated stock so transferred to the voting trustee or trustees shall be
surrendered and canceled and new certificates or uncertificated stock therefor
shall be issued to the voting trustee or trustees. In the certificates so
issued, if any, it shall be stated that they are issued pursuant to such
agreement, or in the case of uncertificated shares, contained in the notice
sent pursuant to subsection (f) of K.S.A. 17-6401, and amendments thereto, and
that fact shall also be stated in the stock ledger of the corporation. The
voting trustee or trustees may vote the stock so issued or transferred during
the period specified in the agreement. Stock standing in the name of the voting
trustee or trustees may be voted either in person or by proxy, and in voting
the stock, the voting trustee or trustees shall incur no responsibility as
stockholder, trustee or otherwise, except for such voting trustee's or
trustees' individual malfeasance. In any case where two or more persons or
entities are designated as voting trustees, and the right and method of voting
any stock standing in their names at any meeting of the corporation are not
fixed by the agreement appointing the trustees, the right to vote the stock and
the manner of voting it at the meeting shall be determined by a majority of the
trustees, or if they be equally divided as to the right and manner of voting
the stock in any particular case, the vote of the stock in such case shall be
divided equally among the trustees.
(b) Any amendment to a voting trust agreement shall be made by a written
agreement, a copy of which shall be filed in the registered office of the
corporation in this state.
(c) An agreement between two or more stockholders, if in writing and signed
by the parties thereto, may provide that in exercising any voting rights, the
shares held by them shall be voted as provided by the agreement, or as the
parties may agree, or as determined in accordance with a procedure agreed
upon by them.
(d) This section shall not be deemed to invalidate any voting or other
agreement among stockholders or any irrevocable proxy which is not
otherwise 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.
Article 65.--MEETINGS, ELECTIONS, VOTING AND NOTICES
17-6508.Voting trusts and other voting
agreements.
(a) One or more stockholders, by agreement in writing, may deposit capital
stock of an original issue with or transfer capital stock to any person or
persons, or entity or entities authorized to act as trustee, for the purpose of
vesting in such person or persons, entity or entities, who may be designated
voting trustee, or voting trustees, the right to vote thereon for any period of
time determined by such agreement, upon the terms and conditions stated in such
agreement. The agreement may contain any other lawful provisions not
inconsistent with such purpose. After the filing of a copy of the agreement in
the registered office of the corporation in this state, which copy shall be
open to the inspection of any stockholder of the corporation, or any
beneficiary of the trust under the agreement, daily during business hours,
certificates of stock or uncertificated stock shall be issued to the voting
trustee or trustees to represent any stock of an original issue so deposited
with such voting trustee or trustees, and any certificates of stock or
uncertificated stock so transferred to the voting trustee or trustees shall be
surrendered and canceled and new certificates or uncertificated stock therefor
shall be issued to the voting trustee or trustees. In the certificates so
issued, if any, it shall be stated that they are issued pursuant to such
agreement, or in the case of uncertificated shares, contained in the notice
sent pursuant to subsection (f) of K.S.A. 17-6401, and amendments thereto, and
that fact shall also be stated in the stock ledger of the corporation. The
voting trustee or trustees may vote the stock so issued or transferred during
the period specified in the agreement. Stock standing in the name of the voting
trustee or trustees may be voted either in person or by proxy, and in voting
the stock, the voting trustee or trustees shall incur no responsibility as
stockholder, trustee or otherwise, except for such voting trustee's or
trustees' individual malfeasance. In any case where two or more persons or
entities are designated as voting trustees, and the right and method of voting
any stock standing in their names at any meeting of the corporation are not
fixed by the agreement appointing the trustees, the right to vote the stock and
the manner of voting it at the meeting shall be determined by a majority of the
trustees, or if they be equally divided as to the right and manner of voting
the stock in any particular case, the vote of the stock in such case shall be
divided equally among the trustees.
(b) Any amendment to a voting trust agreement shall be made by a written
agreement, a copy of which shall be filed in the registered office of the
corporation in this state.
(c) An agreement between two or more stockholders, if in writing and signed
by the parties thereto, may provide that in exercising any voting rights, the
shares held by them shall be voted as provided by the agreement, or as the
parties may agree, or as determined in accordance with a procedure agreed
upon by them.
(d) This section shall not be deemed to invalidate any voting or other
agreement among stockholders or any irrevocable proxy which is not
otherwise 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.