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In Nevada, the following actions require shareholder approval in the manner designated by the corporation’s governing documents or by a majority of shares if the documents are silent on the issue. The acts are required by Nevada’s corporate statutes linked below:
- Amending the corporation’s articles of incorporation;
- Election of directors;
- Removal of a director;
- Granting voting rights to “control shares” acquired by an “acquiring person” under the “acquisition of controlling interest” statutes;
- Merger, conversion, or exchange;
- The sale of all of the corporation’s property and assets; and
- Dissolution of the corporation.
In Nevada, both the officers and directors of a corporation owe it fiduciary duties. NRS 78.138. Those duties include the duty of care and the duty of loyalty. A fiduciary is a “person who is required to act for the benefit of another person on all matters within the scope of their relationship; one who owes to another the duties of good faith, trust, confidence, and candor” and loyalty. Black’s Law Dictionary (8th ed.2004). NRS 78.138 and 78.139 declare the duties specifically owed by a corporation’s fiduciaries. Continue reading Officers and Directors Owe Fiduciary Duties to the Corporation
The election of directors of a corporation must be held at the annual shareholders meeting by a “plurality of the votes cast at the election” unless the corporation’s articles of incorporation or bylaws require more than a plurality. NRS 78.330. If for any reason directors are not elected pursuant to NRS 78.320 or at the annual meeting, they may be elected at any fairly noticed special meeting of the shareholders. NRS 78.330(1). Moreover, shareholders owning at least 15% of the voting power may apply to the district court to order the election of directors if a corporation fails to hold a meeting within 18 months of its last meeting. NRS 78.345(1). Continue reading Election for Directors of a Corporation