NRS 78.365 Voting trusts.

713 words·~3 min read·/nv/chapter-78-private-corporations/78-365·

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

1. A stockholder, by agreement in writing, may transfer his or her stock to a voting trustee or trustees for the purpose of conferring the right to vote the stock for a period not exceeding 15 years upon the terms and conditions therein stated. Any certificates of stock so transferred must be surrendered and cancelled and new certificates for the stock issued to the trustee or trustees in which it must appear that they are issued pursuant to the agreement, and in the entry of ownership in the proper books of the corporation that fact must also be noted, and thereupon the trustee or trustees may vote the stock so transferred during the terms of the agreement.

A duplicate of every such agreement must be filed in the registered office of the corporation and at all times during its terms be open to inspection by any stockholder or his or her attorney.

2. At any time within the 2 years next preceding the expiration of an agreement entered into pursuant to the provisions of subsection 1, or the expiration of an extension of that agreement, any beneficiary of the trust may, by written agreement with the trustee or trustees, extend the duration of the trust for a time not to exceed 15 years after the scheduled expiration date of the original agreement or the latest extension. An extension is not effective unless the trustee, before the expiration date of the original agreement or the latest extension, files a duplicate of the agreement providing for the extension in the registered office of the corporation.

An agreement providing for an extension does not affect the rights or obligations of any person not a party to that agreement. An agreement entered into pursuant to the provisions of subsection 1 is not invalidated by the fact that, by its terms, its duration is more than 15 years, but its duration shall be deemed amended to conform with the provisions of this section.

3. An agreement between two or more stockholders, or between the corporation and one or more stockholders, if in writing and signed by each party to be bound thereby, may provide that in exercising any voting rights, the stock held by each such stockholder must be voted:

(a)Pursuant to the provisions of the agreement;

(b)As the parties to the agreement may subsequently agree;

(c)In accordance with a procedure specified in the agreement; or

(d)In a manner dependent upon any fact or event which may be ascertained outside of the agreement if the manner in which a fact or event may operate upon the exercise of the voting rights is stated in the agreement. As used in this paragraph, “fact or event” includes, without limitation, the existence of a fact or an 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.

4. An agreement pursuant to the provisions of subsection 3 is valid and enforceable against the transferee of a stockholder party to the agreement only:

(a)If and to the extent that the transferee agrees in writing to be bound by the agreement; or

(b)If the agreement expressly provides that it is enforceable against the transferee of a stockholder party to the agreement and:

(1)The transferee had actual knowledge of the existence of the agreement before the transfer; or

(2)The existence of the agreement is noted conspicuously on the front or back of the stock certificate or is contained in the written statement of information required by subsection 5 of NRS 78.235 .

5. An agreement pursuant to the provisions of subsection 3, or an amendment thereto or an extension thereof, in each case entered into before October 1, 2021, is not:

(a)Effective for a term of more than 15 years, but at any time within the 2 years next preceding the expiration of the agreement the parties thereto may extend its duration for such period as is stated in the extension; and

(b)Invalidated by the fact that by its terms its duration is more than 15 years, but its duration shall be deemed amended to conform with the provisions of this section.