§ 218. Voting trusts and other voting agreements.

  1. [1] [voting trusts allowed] Stockholders may by written agreement vest in one or more voting trustees the right to vote the stock for the duration, and subject to the terms and conditions, stated in such agreement.

    [stock certificates] New certificates of stock or uncertificated stock representing the stock shall be issued to the voting trustee(s), and any outstanding certificates shall be surrendered and cancelled, after the delivery of a copy of the agreement to the corporation’s registered office or principal place of business. The filed copy shall be open to the inspection of any stockholder or any trust beneficiary daily during business hours. The certificates and the corporation’s stock ledger shall state that the certificates are issued pursuant to such agreement.

    [proxy; liability limitation] The voting trustee(s) may vote the stock either in person or by proxy, and in so doing shall incur no responsibility as stockholder, trustee or otherwise, except for their own individual malfeasance.

  2. [amendments to voting trusts] “Any amendment to a voting trust agreement shall be made by a written agreement, a copy of which shall be delivered to the corporation’s registered office or principal place of business.
  3. [voting agreements allowed] Stockholders may by written agreement agree to exercise any voting rights as provided by the agreement.
  4. [non-exclusivity] “This section shall not be deemed to invalidate any voting or other agreement among stockholders or any irrevocable proxy which is not otherwise illegal.”

[1] The final sentence of paragraph (a) is a less detailed copy of §217(b) and hence seems duplicative; it is omitted here.