Nevada § 78.335 - Directors: Removal; filling of vacancies

§ 78.335. Directors: Removal; filling of vacancies

1. Except as otherwise provided in this section, any director or one or more of the

incumbent directors may be removed as a director only by the vote of stockholders

representing not less than two-thirds of the voting power of the issued and outstanding

stock entitled to vote. 2. In the case of corporations which have provided in their articles of incorporation

for the election of directors by cumulative voting, any director or directors who

constitute fewer than all of the incumbent directors may not be removed as a director

at any one time or as the result of any one transaction under the provisions of this

section except upon the vote of stockholders owning sufficient shares to prevent each

director's election at the time of removal. 3. The articles of incorporation may require the concurrence of more than two-thirds

of the voting power of the issued and outstanding stock entitled to vote in order

to remove one or more directors. 4. Whenever the holders of any class or series of shares are entitled to elect one

or more directors, unless otherwise provided in the articles of incorporation, removal

of any such director requires only the proportion of votes, specified in subsection

1, of the holders of that class or series, and not the votes of the outstanding shares

as a whole. 5. All vacancies, including those caused by an increase in the number of directors,

may be filled by a majority of the remaining directors, though less than a quorum,

unless it is otherwise provided in the articles of incorporation. 6. Unless otherwise provided in the articles of incorporation, when any director gives

notice of resignation to the board, effective at a future date, the board may fill

the vacancy to take effect when the resignation becomes effective. The director so appointed is to hold such position during the remainder of the term

of office of the resigning director. 7. If the articles or bylaws provide that the holders of any class or series of shares

are entitled to elect one or more directors under specified circumstances and that,

upon termination of those specified circumstances, the right terminates and the directors

elected by the holders of the class or series of shares are no longer directors, the

termination of a director pursuant to such provisions in the articles or bylaws shall

not be deemed a removal of the director pursuant to this section. 8. If a court of competent jurisdiction, or other governmental entity or regulatory

agency with authority over the corporation, requires, without providing any other

reasonable and practicable alternative, that any specified director of a corporation

cease to be a director in order for the corporation to obtain, or avoid the suspension,

conditioning or revocation of, any permit, license, registration, franchise, finding

of suitability or similar authorization or approval required for the conduct of all

or any material portion of the business of the corporation or any of its affiliates

taken as a whole and such requirement is not appealable or has otherwise become final

after declination or exhaustion of all appeals therefrom, then that specified director

may be removed as a director by not less than a majority of the voting power of the

other directors, even if less than a quorum, acting at a meeting and not by written

consent and without a vote of the stockholders.