2010 Nevada Code
TITLE 7 BUSINESS ASSOCIATIONS; SECURITIES; COMMODITIES
Chapter 78 Private Corporations
NRS 78.355 Stockholders' proxies.

NRS 78.355 Stockholders' proxies.

1. At any meeting of the stockholders of any corporation any stockholder may designate another person or persons to act as a proxy or proxies. If any stockholder designates two or more persons to act as proxies, a majority of those persons present at the meeting, or, if only one is present, then that one has and may exercise all of the powers conferred by the stockholder upon all of the persons so designated unless the stockholder provides otherwise.

2. Without limiting the manner in which a stockholder may authorize another person or persons to act for him or her as proxy pursuant to subsection 1, the following constitute valid means by which a stockholder may grant such authority:

(a) A stockholder may sign a writing authorizing another person or persons to act for him or her as proxy. The proxy may be limited to action on designated matters.

(b) A stockholder may authorize another person or persons to act for him or her as proxy by transmitting or authorizing the transmission of an electronic record to the person who will be the holder of the proxy or to a firm which solicits proxies or like agent who is authorized by the person who will be the holder of the proxy to receive the transmission. Any such electronic record must either set forth or be submitted with information from which it can be determined that the electronic record was authorized by the stockholder. If it is determined that the electronic record is valid, the persons appointed by the corporation to count the votes of stockholders and determine the validity of proxies and ballots or other persons making those determinations must specify the information upon which they relied.

3. Any copy, communication by electronic transmission or other reliable reproduction of the record created pursuant to subsection 2 may be substituted for the original record for any purpose for which the original record could be used, if the copy, communication by electronic transmission or other reproduction is a complete reproduction of the entire original record.

4. Except as otherwise provided in subsection 5, no such proxy is valid after the expiration of 6 months from the date of its creation unless the stockholder specifies in it the length of time for which it is to continue in force, which may not exceed 7 years from the date of its creation. Subject to these restrictions, any proxy properly created is not revoked and continues in full force and effect until:

(a) Another instrument or transmission revoking it or a properly created proxy bearing a later date is filed with or transmitted to the secretary of the corporation or another person or persons appointed by the corporation to count the votes of stockholders and determine the validity of proxies and ballots; or

(b) The stockholder revokes the proxy by attending the meeting and voting the stockholder's shares in person, in which case, any vote cast by the person or persons designated by the stockholder to act as a proxy or proxies must be disregarded by the corporation when the votes are counted.

5. A proxy shall be deemed irrevocable if the written authorization states that the proxy is irrevocable, but is irrevocable only for as long as it is coupled with an interest sufficient in law to support an irrevocable power, including, without limitation, the appointment as proxy of a pledgee, a person who purchased or agreed to purchase the shares, a creditor of the corporation who extended it credit under terms requiring the appointment, an employee of the corporation whose employment contract requires the appointment or a party to a voting agreement created pursuant to subsection 3 of NRS 78.365. Unless otherwise provided in the proxy, a proxy made irrevocable pursuant to this subsection is revoked when the interest with which it is coupled is extinguished, but the corporation may honor the proxy until notice of the extinguishment of the proxy is received by the corporation. A transferee for value of shares subject to an irrevocable proxy may revoke the proxy if the transferee did not know of its existence when the transferee acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.

6. If any stockholder subject to a properly created irrevocable proxy attends any meeting of the stockholders for which the authorization grants authority to act on the stockholder's behalf at the meeting to a proxy or proxies, unless expressly otherwise provided in the written authorization or electronic record:

(a) Only the proxy or proxies may have and exercise all the powers of the stockholder at the meeting; and

(b) Only a vote of the proxy or proxies may be regarded by the corporation when the votes are counted.

[29:177:1925; A 1953, 180]-(NRS A 1991, 1232; 1997, 702; 2003, 3095; 2005, 2182)



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