NRS 78.195 Issuance of more than one class or series of stock; rights of stockholders; protection of corporation and its stockholders.

500 words·~2 min read·/nv/chapter-78-private-corporations/78-195·

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

1. If a corporation desires to have more than one class or series of stock, the articles of incorporation must prescribe, or vest authority in the board of directors to prescribe, the classes, series and the number of each class or series of stock and the voting powers, designations, preferences, limitations, restrictions and relative rights of each class or series of stock. If more than one class or series of stock is authorized, the articles of incorporation or the resolution of the board of directors adopted pursuant to a provision of the articles must prescribe a distinguishing designation for each class and series.

The voting powers, designations, preferences, limitations, restrictions, relative rights and distinguishing designation of each class or series of stock must be described in the articles of incorporation or the resolution of the board of directors and the certificate of designation filed pursuant to subsection 1 of NRS 78.1955 before the issuance of shares of that class or series.

2. All shares of a class or series must have voting powers, designations, preferences, limitations, restrictions and relative rights identical with those of other shares of the same class or series and, except to the extent otherwise provided in the description of the series, with those of other series of the same class.

3. Unless otherwise provided in the articles of incorporation, no stock issued as fully paid up may ever be assessed and the articles of incorporation must not be amended in this particular.

4. The voting powers, designations, preferences, limitations, restrictions and relative rights for the shares of a class or series of stock may be made dependent upon any fact or event which may be ascertained outside the articles of incorporation if the manner in which a fact or event may operate upon the voting powers, designations, preferences, limitations, restrictions and relative rights is stated in the articles of incorporation. As used in this subsection, “fact or event” includes, without limitation, the existence of a fact or occurrence of an event, including, without limitation, a determination or action by a person, the corporation itself or any government, governmental agency or political subdivision of a government.

5. Without limiting the provisions of NRS 78.138 or 78.139 , the provisions of this section do not restrict the directors of a corporation from taking action not in circumvention or contravention of this title to protect the long-term or short-term interests of the corporation or the long-term or short-term interests of the corporation’s stockholders, including, but not limited to, adopting or signing plans, arrangements or instruments that issue, grant or deny rights or options pursuant to NRS 78.200 to a holder or holders of a specified number of shares or percentage of share ownership or voting power, for the purpose or having the effect of granting or denying rights, privileges, power or authority to any such holder or holders.