1. Notwithstanding any contrary provision of the articles of incorporation, the bylaws or an agreement of the stockholders, the court may appoint a provisional director for a close corporation if the shareholders or directors, if any, are so divided concerning the management of the business and affairs of the corporation that the votes required for action by the board of directors cannot be obtained, with the consequence that the business and affairs of the corporation cannot be conducted to the advantage of the stockholders generally.
2. An application for relief pursuant to this section must be filed:
(a) By at least one-half of the number of directors then in office;
(b) By the holders of at least one-third of all stock then entitled to elect directors; or
(c) If there is more than one class of stock then entitled to elect one or more directors, by the holders of two-thirds of the stock of each class.
The articles of incorporation of a close corporation may provide that a lesser proportion of the directors, the stockholders or a class of stockholders may apply for relief under this section.
3. A provisional director:
(a) Must be an impartial person who is not a stockholder or a creditor of the corporation or of any subsidiary or affiliate of the corporation and whose further qualifications, if any, may be determined by the court.
(b) Is not a custodian or receiver of the corporation and does not have the title and powers of a custodian or receiver appointed under NRS 78A.140.
(c) Has the rights and powers of an elected director of the corporation, including the right to notice of and to vote at meetings of directors, until such time as the provisional director may be removed by order of the court.
4. The compensation of a provisional director must be determined by agreement between the provisional director and the corporation subject to the approval of the court, which may fix the compensation in the absence of agreement or in the event of disagreement between the provisional director and the corporation.
(Added to NRS by 1989, 946; A 2015, 3237)
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