reglab/housing_qa huggingface dataset:
NV Rev Stat § 78.330 (2021)
2021 Nevada Revised Statutes|Chapter 78 - Private Corporations|NRS 78.330 - Directors: Election; terms; classification; voting power.

  1. Unless elected pursuant to NRS 78.320, or unless the articles of incorporation or the bylaws require more than a plurality of the votes cast, directors of every corporation must be elected at the annual meeting of the stockholders by a plurality of the votes cast at the election. Unless otherwise provided in this chapter or in the bylaws, the board of directors has the authority to set the date, time and place for the annual meeting of the stockholders. If for any reason directors are not elected pursuant to NRS 78.320 or at the annual meeting of the stockholders, they may be elected at any special meeting of the stockholders which is called and held for that purpose. Unless otherwise provided in the articles of incorporation or bylaws, each director holds office after the expiration of his or her term until a successor is elected and qualified, or until the director resigns or is removed.  2. The articles of incorporation or the bylaws may provide for the classification of directors as to the duration of their respective terms of office or as to their election by one or more authorized classes or series of shares, but at least one-fourth in number of the directors of every corporation must be elected annually. If an amendment reclassifying the directors would otherwise increase the term of a director, unless the amendment is to the articles of incorporation and otherwise provides, the term of each incumbent director on the effective date of the amendment terminates on the date it would have terminated had there been no reclassification.  3. The articles of incorporation may provide that the voting power of individual directors or classes of directors may be greater than or less than that of any other individual directors or classes of directors, and the different voting powers may be stated in the articles of incorporation or may be dependent upon any fact or event that may be ascertained outside the articles of incorporation if the manner in which the fact or event may operate on those voting powers is stated in the articles of incorporation. If the articles of incorporation provide that any directors may have voting power greater than or less than other directors, every reference in this chapter to a majority or other proportion of directors shall be deemed to refer to a majority or other proportion of the voting power of all of the directors or classes of directors, as may be required by the articles of incorporation.  [Part 33:177:1925; A 1929, 413; NCL § 1632] — (NRS A 1967, 267; 1979, 215; 1987, 582; 1989, 875; 1993, 962; 1999, 1585; 2001, 1371, 3199; 2007, 2420)
NV Rev Stat § 78.340 (2021)
2021 Nevada Revised Statutes|Chapter 78 - Private Corporations|NRS 78.340 - Failure to hold election of directors on regular day does not dissolve corporation.

If the directors shall not be elected on the day designated for the purpose, the corporation shall not for that reason be dissolved; but every director shall continue to hold office and discharge the duties of a director until a successor has been elected.  [34:177:1925; NCL § 1633]
NV Rev Stat § 78.345 (2021)
2021 Nevada Revised Statutes|Chapter 78 - Private Corporations|NRS 78.345 - Election of directors by order of court upon failure of regular election.

  1. If any corporation fails to elect directors within 18 months after the last election of directors required by NRS 78.330, the district court has jurisdiction in equity, upon application of any one or more stockholders holding stock entitling them to exercise at least 15 percent of the voting power, to order the election of directors in the manner required by NRS 78.330.  2. The application must be made by petition filed in the county where the principal office of the corporation is located or, if the principal office is not located in this State, in the county in which the corporation’s registered office is located, and must be brought on behalf of all stockholders desiring to be joined therein. Such notice must be given to the corporation and the stockholders as the court may direct.  3. The directors elected pursuant to this section have the same rights, powers and duties and the same tenure of office as directors elected by the stockholders at the annual meeting held at the time prescribed therefor, next before the date of the election pursuant to this section, would have had.  [35:177:1925; NCL § 1634] — (NRS A 1991, 1231; 2007, 2646; 2009, 1678)
NV Rev Stat § 78.352 (2021)
2021 Nevada Revised Statutes|Chapter 78 - Private Corporations|NRS 78.352 - Voting rights: Persons holding stock in fiduciary capacity; persons whose stock is pledged; joint owners of stock.

  1. A person holding stock in a fiduciary capacity is entitled to vote the shares so held.  2. A person whose stock is pledged is entitled to vote, unless in the pledge the pledgor has expressly empowered the pledgee to vote the stock, in which case only the pledgee or the proxy of the pledgee may vote the stock.  3. If shares or other securities having voting power stand of record in the names of two or more persons, whether fiduciaries, joint tenants, tenants in common or otherwise, or if two or more persons have the same fiduciary relationship respecting the shares or securities, unless the secretary of the corporation is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship, their acts with respect to voting have the following effect:  (a) If only one votes, that person’s act binds all;  (b) If more than one votes, the act chosen by a majority of votes binds all; or  (c) If more than one votes, but the vote is evenly split on any particular matter, each faction may vote the shares or securities in question proportionally.  (Added to NRS by 2001, 1356; A 2001, 3199)
NV Rev Stat § 78.360 (2021)
2021 Nevada Revised Statutes|Chapter 78 - Private Corporations|NRS 78.360 - Cumulative voting.

  1. The articles of incorporation of any corporation may provide that at all elections of directors of the corporation each holder of stock possessing voting power is entitled to as many votes as equal the number of his or her shares of stock multiplied by the number of directors to be elected, and that the holder of stock may cast all of his or her votes for a single director or may distribute them among the number to be voted for or any two or more of them, as the holder of stock may see fit. To exercise the right of cumulative voting, one or more of the stockholders requesting cumulative voting must give written notice to the president or secretary of the corporation that the stockholder desires that the voting for the election of directors be cumulative.  2. The notice must be delivered not less than 48 hours before the time fixed for holding the meeting, if notice of the meeting has been delivered at least 10 days before the date of the meeting, and otherwise not less than 24 hours before the meeting. At the meeting, before the commencement of voting for the election of directors, an announcement of the delivery of the notice must be made by the chair or the secretary of the meeting or by or on behalf of the stockholder delivering the notice. Notice to stockholders of the requirement of this subsection must be contained in the notice calling the meeting or in the proxy material accompanying the notice.  [30:177:1925; NCL § 1629] — (NRS A 1969, 101; 1991, 1233; 1993, 963; 2011, 2776)
NV Rev Stat § 78.365 (2021)
2021 Nevada Revised Statutes|Chapter 78 - Private Corporations|NRS 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.  3. An agreement between two or more stockholders, if in writing and signed by them, may provide that in exercising any voting rights the stock held by them 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 entered into pursuant to the provisions of subsection 3 is not 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 as many additional periods, each not to exceed 15 years, as they wish.  5. An agreement entered into pursuant to the provisions of subsection 1 or 3 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.  [22:177:1925; A 1929, 413; 1951, 328] — (NRS A 1987, 582; 1989, 976; 1991, 1234; 1993, 964)
NV Rev Stat § 78.375 (2021)
2021 Nevada Revised Statutes|Chapter 78 - Private Corporations|NRS 78.375 - Waiver of notice or other communication.

Whenever any notice or other communication is required to be delivered under the provisions of this chapter, a waiver thereof in a signed writing by the person or persons entitled to the notice or communication, whether before or after the time stated therein, shall be deemed equivalent thereto.  [Part 92:177:1925; A 1929, 413; NCL § 1691] — (NRS A 2003, 3098; 2011, 2779)
NV Rev Stat § 78.378 (2021)
2021 Nevada Revised Statutes|Chapter 78 - Private Corporations|NRS 78.378 - Applicability; imposition of stricter requirements; protection of corporation and its stockholders.

  1. The provisions of NRS 78.378 to 78.3793, inclusive, apply to any acquisition of a controlling interest in an issuing corporation unless the articles of incorporation or bylaws of the corporation in effect on the 10th day following the acquisition of a controlling interest by an acquiring person provide that the provisions of those sections do not apply to the corporation or to an acquisition of a controlling interest specifically by types of existing or future stockholders, whether or not identified.  2. The articles of incorporation, the bylaws or a resolution adopted by the directors of the issuing corporation may impose stricter requirements on the acquisition of a controlling interest in the corporation than the provisions of NRS 78.378 to 78.3793, inclusive.  3. The provisions of NRS 78.378 to 78.3793, inclusive, do not restrict the directors of an issuing corporation from taking action to protect the interests of the corporation and its stockholders, including, but not limited to, adopting or signing plans, arrangements or instruments that grant or deny rights, privileges, power or authority to a holder or holders of a specified number of shares or percentage of share ownership or voting power.  (Added to NRS by 1987, 755; A 1989, 877; 1999, 1588; 2003, 3098; 2009, 1680)
NV Rev Stat § 78.3781 (2021)
2021 Nevada Revised Statutes|Chapter 78 - Private Corporations|NRS 78.3781 - Definitions.

As used in NRS 78.378 to 78.3793, inclusive, unless the context otherwise requires, the words and terms defined in NRS 78.3782 to 78.3788, inclusive, have the meanings ascribed to them in those sections.  (Added to NRS by 1987, 756)
NV Rev Stat § 78.3782 (2021)
2021 Nevada Revised Statutes|Chapter 78 - Private Corporations|NRS 78.3782 - "Acquiring person" defined.

Acquiring person means any person who, individually or in association with others, acquires or offers to acquire, directly or indirectly, a controlling interest in an issuing corporation. The term does not include any person who, in the ordinary course of business and without an intent to avoid the requirements of NRS 78.378 to 78.3793, inclusive, acquires voting shares for the benefit of others, in respect of which the person is not specifically authorized to exercise or direct the exercise of voting rights.  (Added to NRS by 1987, 756)
NV Rev Stat § 78.3783 (2021)
2021 Nevada Revised Statutes|Chapter 78 - Private Corporations|NRS 78.3783 - "Acquisition" defined.

  1. Except as otherwise provided in subsection 2, "acquisition" means the direct or indirect acquisition of a controlling interest.  2. "Acquisition" does not include any acquisition of shares in good faith, and without an intent to avoid the requirements of NRS 78.378 to 78.3793, inclusive:  (a) By an acquiring person authorized pursuant to NRS 78.378 to 78.3793, inclusive, to exercise voting rights, to the extent that the new acquisition does not result in the acquiring person obtaining a controlling interest greater than that previously authorized; or  (b) Pursuant to:  (1) The laws of descent and distribution;  (2) The enforcement of a judgment;  (3) The satisfaction of a pledge or other security interest; or  (4) A merger, exchange, conversion, domestication or reorganization effected in compliance with the provisions of NRS 78.622, 92A.200 to 92A.240, inclusive, or 92A.270 to which the issuing corporation is a party.  (Added to NRS by 1987, 756; A 1991, 1236; 1995, 2099; 2001, 1372, 3199)
NV Rev Stat § 78.3784 (2021)
2021 Nevada Revised Statutes|Chapter 78 - Private Corporations|NRS 78.3784 - "Control shares" defined.

Control shares means those outstanding voting shares of an issuing corporation which an acquiring person and those persons acting in association with an acquiring person:  1. Acquire in an acquisition or offer to acquire in an acquisition; and  2. Acquire within 90 days immediately preceding the date when the acquiring person became an acquiring person.  (Added to NRS by 1987, 756)
NV Rev Stat § 78.3785 (2021)
2021 Nevada Revised Statutes|Chapter 78 - Private Corporations|NRS 78.3785 - "Controlling interest" defined.

Controlling interest means the ownership of outstanding voting shares of an issuing corporation sufficient, but for the provisions of NRS 78.378 to 78.3793, inclusive, to enable the acquiring person, directly or indirectly and individually or in association with others, to exercise:  1. One-fifth or more but less than one-third;  2. One-third or more but less than a majority; or  3. A majority or more,  of all the voting power of the corporation in the election of directors.  (Added to NRS by 1987, 756)
NV Rev Stat § 78.3786 (2021)
2021 Nevada Revised Statutes|Chapter 78 - Private Corporations|NRS 78.3786 - "Fair value" defined.

Fair value means a value not less than the highest price per share paid by the acquiring person in an acquisition.  (Added to NRS by 1987, 756)
NV Rev Stat § 78.3787 (2021)
2021 Nevada Revised Statutes|Chapter 78 - Private Corporations|NRS 78.3787 - "Interested stockholder" defined.

Interested stockholder means a person who directly or indirectly exercises voting rights in the shares of an issuing corporation and who is:  1. An acquiring person;  2. An officer or a director of the corporation; or  3. An employee of the corporation.  (Added to NRS by 1987, 757; A 1999, 1588)
NV Rev Stat § 78.3788 (2021)
2021 Nevada Revised Statutes|Chapter 78 - Private Corporations|NRS 78.3788 - "Issuing corporation" defined.

Issuing corporation means a corporation, as of any date, which is organized in this State and which:  1. Has 200 or more stockholders of record, at least 100 of whom have had addresses in this State appearing on the stock ledger of the corporation at all times during the 90 days immediately preceding such date; and  2. Does business in this State directly or through an affiliated corporation.  (Added to NRS by 1987, 757; A 1989, 877; 1999, 1588; 2019, 97)
NV Rev Stat § 78.3789 (2021)
2021 Nevada Revised Statutes|Chapter 78 - Private Corporations|NRS 78.3789 - Delivery of offeror’s statement by acquiring person; contents of statement.

An acquiring person who has made or offered to make an acquisition of a controlling interest in an issuing corporation may deliver an offeror’s statement to the registered office of the corporation. The acquiring person may request in the statement that the directors of the corporation call a special meeting of the stockholders of the corporation, as provided in NRS 78.379. The statement must set forth:  1. A recital that the statement is given pursuant to this section;  2. The name of the acquiring person and of every person associated with him or her in the acquisition;  3. The number of shares in any class of voting securities owned, as of the date of the statement, by the acquiring person and each person with whom he or she is associated, or which the acquiring person intends to acquire;  4. The percentage of the voting securities of the corporation owned, as of the date of the statement, by the acquiring person and each person with whom he or she is associated, or which the acquiring person intends to acquire; and  5. If the acquiring person has not yet acquired the securities of the corporation, a detailed description of:  (a) The terms and conditions of the proposed acquisition; and  (b) The means by which any required consideration, and any indebtedness incurred to consummate the transaction, are to be paid.  (Added to NRS by 1987, 757; A 1993, 966)
NV Rev Stat § 78.379 (2021)
2021 Nevada Revised Statutes|Chapter 78 - Private Corporations|NRS 78.379 - Voting rights of acquiring person; meeting of stockholders; statements to accompany notice of meeting.

  1. An acquiring person and those acting in association with an acquiring person obtain only such voting rights in the control shares as are conferred by a resolution of the stockholders of the corporation, approved at a special or annual meeting of the stockholders.  2. If an acquiring person so requests in an offeror’s statement delivered pursuant to NRS 78.3789, and if the acquiring person gives an undertaking to pay the expenses of the meeting, the directors of the corporation shall, within 10 days after delivery of the statement, call a special meeting of the stockholders to determine the voting rights to be accorded the control shares.  3. A notice of any meeting of stockholders at which the question of voting rights is to be determined must be accompanied by:  (a) A complete copy of the offeror’s statement; and  (b) A statement of the board of directors of the corporation setting forth the position of the board with respect to the acquisition or, if it is the case, stating that the board makes no recommendation concerning the matter.  4. A special meeting of stockholders called pursuant to this section:  (a) Must not be held before the expiration of 30 days after the delivery of the offeror’s statement, unless the statement contains a request that the meeting be held sooner.  (b) Must be held within 50 days after the delivery of the statement, unless the acquiring person otherwise agrees in writing that the meeting may be held after that time.  5. If the offeror’s statement does not include a request that a special meeting be called, the question of voting rights must be presented to the next special or annual meeting of the stockholders.  (Added to NRS by 1987, 757)
NV Rev Stat § 78.3791 (2021)
2021 Nevada Revised Statutes|Chapter 78 - Private Corporations|NRS 78.3791 - Approval of voting rights of acquiring person.

Except as otherwise provided by the articles of incorporation of the issuing corporation, a resolution of the stockholders granting voting rights to the control shares acquired by an acquiring person must be approved by:  1. The holders of a majority of the voting power of the corporation; and  2. If the acquisition would adversely alter or change any preference or any relative or other right given to any other class or series of outstanding shares, the holders of a majority of each class or series affected,  excluding those shares as to which any interested stockholder exercises voting rights.  (Added to NRS by 1987, 758; A 1991, 1236; 1999, 1589; 2001, 1372, 3199; 2003, 3098)
NV Rev Stat § 78.3792 (2021)
2021 Nevada Revised Statutes|Chapter 78 - Private Corporations|NRS 78.3792 - Redemption of control shares.

  1. If so provided in the articles of incorporation or the bylaws of the issuing corporation in effect on the 10th day following the acquisition of a controlling interest by an acquiring person, the issuing corporation may call for redemption of not less than all the control shares at the average price paid for the control shares, if:  (a) An offeror’s statement is not delivered with respect to the acquisition as provided in NRS 78.3789 on or before the 10th day after the acquisition of the control shares; or  (b) An offeror’s statement is delivered, but the control shares are not accorded full voting rights by the stockholders.  2. The issuing corporation shall call for redemption within 30 days after the occurrence of the event prescribed in paragraph (a) or (b) of subsection 1, and the shares must be redeemed within 60 days after the call.  (Added to NRS by 1987, 758; A 1989, 877)
NV Rev Stat § 78.3793 (2021)
2021 Nevada Revised Statutes|Chapter 78 - Private Corporations|NRS 78.3793 - Rights of dissenting stockholders.

Unless otherwise provided in the articles of incorporation or the bylaws of the issuing corporation in effect on the 10th day following the acquisition of a controlling interest by an acquiring person, if the control shares are accorded full voting rights pursuant to NRS 78.378 to 78.3793, inclusive, and the acquiring person has acquired control shares with a majority or more of all the voting power, any stockholder, as that term is defined in NRS 92A.325, other than the acquiring person, whose shares are not voted in favor of authorizing voting rights for the control shares may dissent in accordance with the provisions of NRS 92A.300 to 92A.500, inclusive, and obtain payment of the fair value of his or her shares.  (Added to NRS by 1987, 758; A 1989, 877; 1993, 966; 2001, 1373, 3199)