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January 19, 1981, Mr. Barkley and decedent entered into the
Rodgers-Barkley voting trust (voting trust) to which (1) decedent
transferred the 166-2/3 shares of Marrero Land stock that he
owned and (2) Mr. Barkley transferred one share of the Company's
stock that he owned. At all relevant times, Mr. Barkley has been
the sole trustee of the voting trust. As such, Mr. Barkley has
had the sole right to vote the stock of Marrero Land held in the
voting trust. Pursuant to the terms of the voting trust agree-
ment, the voting trust was to remain in force until January 19,
1996, at which time the duration of the voting trust could be
extended for an additional period of up to ten years upon the
approval of "registered owners of Voting Trust Certificates
representing not less than a majority of the total number of
Shares deposited".
After the voting trust was created and decedent transferred
to it all of the stock of Marrero Land that he owned, Mr. Barkley
succeeded in effecting management changes in the Company. Mr.
Marrero was asked to, and did, resign as president of Marrero
Land, and, on April 8, 1981, Mr. Barkley was elected the Com-
pany's president.
Since the adoption in 1980 of amended article VI until the
time of trial in this case, there have been two occasions on
which the provisions of that article became operative. The first
instance occurred in 1987 when Catherine Cleary Richard (Ms.
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Last modified: May 25, 2011