This is a mechanism to avoid having voting shareholders who cannot or should not exercise their voting rights. The provision usually lays out certain situations (i.e. bankruptcy, conviction of a corporate criminal offence, death or mental incapacity, termination of employment or consulting contract) where the shareholder becomes 'inactive'. The company then has the power to convert the shareholders voting shares to non-voting (if there are voting and non-voting share classes) or have the shareholders adhere to a voting trust where the board or other shareholders may vote their shares on certain decisions.