New Jersey § 14a:5-20

§ 14a:5-20.

(1) One or more shareholders of a corporation may confer upon a trustee or trustees

the right to vote or otherwise represent his or their shares, for a period not to

exceed 21 years, by entering into a written voting trust agreement specifying the

terms and conditions of the voting trust, by filing an executed counterpart of the

agreement at the registered office of the corporation and by depositing his or their

shares of an original issue with, or by transferring his or their shares to, such

trustee or trustees for the purposes of the agreement. After the filing of the agreement, certificates for shares shall be issued to the

trustee or trustees to represent any shares of an original issue so deposited with

him or them, and any certificates for shares so transferred shall be surrendered and

cancelled and new certificates therefor issued to such trustee or trustees stating

that they are issued under such agreement, and in the entry of such ownership in the

records of the corporation that fact shall also be noted, and such trustee or trustees

may vote the shares so transferred during the term of such agreement. The copy of the voting trust agreement so filed shall be subject to inspection at

any reasonable time by any shareholder of the corporation or by any holder of a beneficial

interest in the voting trust, in person or by agent or attorney. Voting trust certificates shall be issued to evidence beneficial interests in the

voting trust. (2) A trustee who votes shares subject to a voting trust shall incur no responsibility

as shareholder, trustee, or otherwise, except for his own dereliction of duty. (3) Where two or more persons are designated as voting trustees, and the right and

method of voting any shares standing in their names at any meeting of the corporation

are not fixed by the agreement appointing the trustees, the right to vote said shares

and the manner of voting the same at any such meeting shall be determined by a majority

of the trustees. If the trustees are equally divided as to how the shares shall be voted, the Superior

Court may, in an action brought by any of such trustees, appoint an additional person to

act with such trustees in such matter, and the right to vote said shares and the manner

of voting the same at any such meeting shall be determined by a majority of the trustees

and such additional person. The court may proceed in the action in a summary manner or otherwise. (4) At any time within 2 years prior to the time of expiration of any such voting

trust agreement as originally fixed or as extended as herein provided, one or more

beneficiaries of the voting trust may, by agreement in writing and with the written

consent of such voting trustees, extend the duration of such voting trust agreement

with regard to the shares subject to their beneficial interest for an additional period

not exceeding 21 years. The voting trustees shall, prior to the time of expiration of any such voting trust

agreement, as originally fixed or as previously extended, as the case may be, file

in the registered office of the corporation an executed counterpart of such extension

agreement and of their consent thereto, and thereupon the duration of such voting

trust agreement shall be extended for the period fixed in such extension agreement;

but no such extension agreement shall affect the rights or obligations of persons

not parties thereto. (5) The validity of a voting trust or of an extension thereof, otherwise lawful, shall

not be affected during a period of 21 years from the date of its commencement by the

fact that by its terms it will or may last beyond such 21-year period; but it shall

become inoperative at the end of such 21-year period.