Shareholders’ agreements: Authority to enter; effect; amendment.
1. All shareholders of a close corporation who are entitled to vote may agree in writing to regulate the exercise of the corporate powers and the management of the business and affairs of the corporation or the relationship among the shareholders of the corporation.
2. An agreement authorized by this section is effective even if the agreement:
(a) Eliminates a board of directors.
(b) Restricts the discretion or powers of the board of directors or authorizes director proxies or weighted voting rights.
(c) Treats the corporation as a partnership.
(d) Creates a relationship among the shareholders or between the shareholders and the corporation that would otherwise be appropriate among partners.
3. If the corporation has a board of directors, an agreement authorized by this section that restricts the discretion or powers of the board of directors:
(a) Relieves directors of liability imposed by law; and
(b) Imposes that liability on each person in whom the discretion or power of the board is vested,
Êto the extent that the discretion or power of the board of directors is governed by the agreement.
4. A provision eliminating a board of directors in an agreement authorized by this section is not effective unless the articles of incorporation contain a statement to that effect.
5. A provision entitling one or more shareholders to dissolve the corporation under NRS 78A.160 is effective if a statement of this right is contained in the articles of incorporation.
6. To amend an agreement authorized by this section, all shareholders entitled to vote must approve the amendment in writing, unless the agreement provides otherwise.
7. Subscribers for shares may act as shareholders with respect to an agreement authorized by this section if shares are not issued when the agreement was made.
8. This section does not prohibit any other agreement between or among shareholders in a close corporation.
Last modified: February 26, 2006