Current through Pa Acts 2024-53, 2024-56 through 2024-92
Section 1219 - Voting trusts(a) Agreement--Two or more shareholders of an institution may, upon the terms and conditions stated in an agreement in writing, transfer their shares to one or more voting trustees other than the institution for the purpose of vesting in the transferee or transferees voting or other rights in respect of such shares for a period not in excess of ten years.(b) Share certificates--Upon the surrender of the certificates for the shares so transferred, new certificates therefor shall be issued in the name of the voting trustee or trustees named in the agreement who thereupon shall have all voting and other rights in respect of the shares for the period specified in, and subject to the terms and conditions of, the agreement. The fact that the new certificates are issued pursuant to the agreement shall be noted in the certificates and in the transfer books of the institution.(c) Voting trust certificates--The voting trustee or trustees may execute and deliver to the transferors voting trust certificates which shall be transferable in the same manner and with the same effect as certificates for shares.(d) Trustees--Except as otherwise provided in the agreement, the voting trustee or trustees:(i) May vote in person or by proxy,(ii) Shall, if there is more than one, be subject to the provisions of section 1215 governing voting by joint holders of shares.(iii) Shall fill vacancies among the trustees by the remaining trustees, and(iv) Shall incur no liability as trustees except for their own neglect or malfeasance.(e) Extensions--At any time within one year prior to the time of expiration of a voting trust agreement as originally fixed or as extended in accordance with this subsection (e) one or more of the beneficial owners of the shares covered by the agreement may, by agreement in writing and with the written consent of the voting trustee or trustees, extend the duration of such agreement for an additional period not in excess of ten years. New certificates for shares subject to such extension agreement shall be issued in the manner provided in subsection (b) of this section. An extension agreement shall not affect rights or obligations of any person not a party thereto.1965, Nov. 30, P.L. 847, No. 356, § 1219.