Nevada § 78.365 - Voting trusts

§ 78.365. Voting trusts

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, if in writing and signed by each

stockholder 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 they may subsequently agree; or (c) In accordance with a procedure agreed upon. 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.