2023 Nevada Revised Statutes › Chapter 78 - Private Corporations › NRS 78.350 - Voting rights of stockholders; determination of stockholders entitled to notice of and to vote at meeting; protection of corporation and its stockholders.

1. Unless otherwise provided in the articles of incorporation, or in the certificate of designation establishing the class or series of stock, every stockholder of record of a corporation is entitled at each meeting of stockholders thereof to one vote for each share of stock standing in his or her name on the records of the corporation. If the articles of incorporation, or the certificate of designation establishing the class or series of stock provides for more or less than one vote per share for any class or series of shares on any matter, every reference in this chapter to a majority or other proportion of stock shall be deemed to refer to a majority or other proportion of the voting power of all of the shares or those classes or series of shares, as may be required by the articles of incorporation, or in the certificate of designation establishing the class or series of stock or the provisions of this chapter.
2. Unless a period of more than 60 days or a period of less than 10 days is prescribed or fixed in the articles of incorporation, the board of directors may prescribe a period not exceeding 60 days before any meeting of the stockholders during which no transfer of stock on the books of the corporation may be made, or may fix a record date not more than 60 or less than 10 days before the date of any such meeting as the date as of which stockholders entitled to notice of and to vote at such meetings must be determined.
3. If a record date for a meeting of stockholders is fixed by the board of directors:
(a) The record date:
(1) Must be so fixed pursuant to a resolution adopted by the board of directors; and
(2) Must not precede the day on which the resolution is adopted by the board of directors, regardless of the effective date of the resolution.
(b) Only stockholders of record on the record date are entitled to notice of or to vote at the meeting.
4. If a record date for a meeting of stockholders is not fixed by the board of directors, the record date is at the close of business on the day before the day on which the first notice is given or, if notice is waived, at the close of business on the day before the meeting is held.
5. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders applies to any adjournment or postponement of the meeting unless the board of directors fixes a new record date for the adjourned or postponed meeting. The board of directors must fix a new record date if the meeting is adjourned or postponed to a date more than 60 days later than the meeting date set for the original meeting.
6. The board of directors may adopt a resolution prescribing a date upon which the stockholders of record entitled to give written consent pursuant to NRS 78.320 must be determined. The date prescribed by the board of directors may not precede or be more than 10 days after the day on which the resolution is adopted by the board of directors, regardless of the effective date of the resolution.
7. If the board of directors does not adopt a resolution prescribing a date upon which the stockholders of record entitled to give written consent pursuant to NRS 78.320 must be determined and:
(a) No prior action by the board of directors is required by this chapter or chapter 92A of NRS before the matter is submitted for consideration by the stockholders, the date is the first date on which any stockholder delivers to the corporation such consent signed by the stockholder.
(b) Prior action by the board of directors is required by this chapter or chapter 92A of NRS before the matter is submitted for consideration by the stockholders, the date is at the close of business on the day the board of directors adopts the resolution.
8. Without limiting the provisions of NRS 78.138 or 78.139, the provisions of this section do not restrict the directors of a corporation from taking action not in circumvention or contravention of this title to protect the long-term or short-term interests of the corporation or the long-term or short-term interests of the corporation’s stockholders, including, but not limited to, adopting or signing plans, arrangements or instruments that issue, grant or deny rights or options pursuant to NRS 78.200 to a holder or holders of a specified number of shares or percentage of share ownership or voting power, for the purpose or having the effect of granting or denying rights, privileges, power or authority to any such holder or holders.
[28:177:1925; NCL § 1627]—(NRS A 1965, 1012; 1989, 876; 1991, 1231; 1993, 963; 1999, 1586; 2003, 3094; 2005, 2181; 2009, 1679; 2013, 1272; 2015, 3227; 2021, 1507; 2023, 370)