Nevada Revised Statutes
Chapter 78 - Private Corporations
NRS 78.075 - Railroad companies: Powers.

In furtherance of and in addition to the powers which railroad companies organized under this chapter are entitled to exercise, but not in limitation of any of the powers granted by this chapter, every railroad company may:
1. Cause such examination and surveys for the proposed railroad to be made as may be necessary to the selection of the most advantageous route for the railroad, and for such purposes, by their officers, agents and employees, to enter upon the lands or waters of any persons, but subject to responsibility for all damages which they do thereto.
2. Receive, hold, take and convey, by deed or otherwise, as a natural person might or could do, such voluntary grants and donations of real estate, and other property of every description, as may be made to it to aid and encourage the construction, maintenance and accommodation of the railroad.
3. Purchase, and by voluntary grants and donations receive and take, and by its officers, engineers, surveyors and agents, enter upon and take possession of, and hold and use, in any manner they may deem proper, all such lands and real estate, and other property as the directors may deem necessary and proper for the construction and maintenance of the railroad, and for the stations, depots and other accommodations and purposes, deemed necessary to accomplish the object for which the corporation is formed.
4. Lay out its road or roads, not exceeding 200 feet wide, and construct and maintain the road with such tracks and with such appendages as may be deemed necessary for the convenient use of it. The company may make embankments, excavations, ditches, drains, culverts or otherwise, and procure timber, stone and gravel, or other materials, and may take as much more land, whenever they may think proper, as may be necessary for the purposes aforesaid, in the manner hereinafter provided, for the proper construction and security of the road.
5. Construct their road across, along or upon any stream of water, watercourse, roadstead, bay, navigable stream, street, avenue or highway, or across any railway, canal, ditch or flume which the route of its road intersects, crosses or runs along, in such manner as to afford security for life and property. The corporation shall restore the stream or watercourse, road, street, avenue, highway, railroad, canal, ditch or flume thus intersected to its former state, as near as may be, or in a sufficient manner not to have impaired unnecessarily its usefulness or injured its franchises.
6. Cross, intersect, join and unite its railroad with any other railroad, either before or after constructed, at any point upon its route, and upon the grounds of such other railroad company, with the necessary turnouts, sidings and switches, and other conveniences, in furtherance of the objects of its connections; and every company whose railroad is, or will be hereafter, intersected by any new railroad in forming such intersections and connection, and grant the facilities aforesaid. If the two corporations cannot agree upon the amount of compensation to be made therefor, or the points or the manner of such crossings, intersections and connections, the same must be ascertained and determined by commissioners, to be appointed as is provided hereinafter in respect to the taking of lands, but this section is not to affect the rights and franchises heretofore granted.
7. Purchase lands, timber, stone, gravel or other materials to be used in the construction and maintenance of its road, or take them in the manner provided by this chapter. The railroad company may change the line of its road, in whole or in part, whenever a majority of the directors determine, as is provided hereinafter, but no such change may vary the general route of a road, as contemplated in the articles of incorporation of the company.
8. Receive by purchase, donation or otherwise, any lands, or other property, of any description, and hold and convey it in any manner the directors may think proper, the same as natural persons might or could do, that may be necessary for the construction and maintenance of its road, or for the erection of depots, turnouts, workshops, warehouses or for any other purposes necessary for the convenience of railroad companies, in order to transact the business usual for railroad companies.
9. Take, transport, carry and convey persons and property on their railroad, by the force and power of steam, of animals, or any mechanical power, or by any combinations of them, and receive tolls or compensation therefor.
10. Erect and maintain all necessary and convenient buildings, stations, depots and fixtures and machinery for the accommodation and use of their passengers, freight and business, obtain and hold the lands and other property necessary therefor, and acquire additional lands and rights-of-way and build and operate extensions or branches of its line of railroad.
11. Regulate the time and manner in which passengers and property are transported, and the tolls and compensation to be paid therefor, within the limits prescribed by law.
12. Regulate the force and speed of their locomotives, cars, trains or other machinery used and employed on their road, and establish, execute and enforce all needful and proper rules and regulations fully and completely for the management of its business transactions usual and proper for railroad companies.
13. Purchase, hold, sell and transfer shares of its own stock, bonds, debentures, or other securities issued by it, except that:
(a) No corporation may use its funds or property for the purchase of its own shares of stock when such use would cause any impairment of the capital of the corporation; and
(b) Shares of its own stock belonging to the corporation must not be voted upon, directly or indirectly, nor counted as outstanding for the purpose of any stockholders’ quorum or vote.
14. Acquire, own, and operate motor vehicles, and air transportation facilities, and transport persons and property along and over the streets and highways of this State, for the transportation, for hire, of passengers, property and freight, either directly or through a subsidiary company or companies, subject to all relevant provisions of law concerning permits, licenses, franchises and the regulation of such form of transportation by motor vehicles or other agencies.
Whenever the track of a railroad crosses a railroad or highway, such railroad or highway may be carried under, over or on a level with the track, as may be most expedient, and in cases where an embankment or cutting makes a change in the line of such railroad or highway desirable, with a view to a more easy ascent or descent, the company may take such additional lands and materials, if needed for the construction of such road or highway, on such new line, as may be deemed requisite by the railroad. Unless the lands and materials so taken are purchased, or voluntarily given for the purpose aforesaid, compensation therefor must be ascertained in the manner provided by law.
[9(a):177:1925; added 1945, 196; 1943 NCL § 1608.01]—(NRS A 1993, 2762)

Structure Nevada Revised Statutes

Nevada Revised Statutes

Chapter 78 - Private Corporations

NRS 78.010 - Definitions; construction.

NRS 78.012 - Legislative findings and declaration regarding laws of this State governing incorporation and internal affairs of domestic corporations and directors, officers and stockholders of domestic corporations.

NRS 78.015 - Applicability of chapter; effect on corporations existing before April 1, 1925.

NRS 78.020 - Limitations on incorporation under chapter; compliance with other laws.

NRS 78.025 - Reserved power of State to amend or repeal chapter; chapter part of corporation’s charter.

NRS 78.026 - Form required for filing of records.

NRS 78.027 - Corporate records: Microfilming; imaging; return.

NRS 78.028 - Filing of records written in language other than English.

NRS 78.0285 - Secretary of State authorized to adopt certain regulations to allow corporation to carry out powers and duties through most recent technology.

NRS 78.029 - Procedure to submit replacement page to Secretary of State before actual filing of record.

NRS 78.0295 - Correction of inaccurate or defective record filed with the Secretary of State; cancellation of filings.

NRS 78.0296 - Ratification or validation of noncompliant corporate acts.

NRS 78.0297 - Corporate records: Manner of storage; conversion of records into clear and legible paper form; admissibility in evidence of records.

NRS 78.0298 - Records or signatures maintained by corporation.

NRS 78.030 - Filing requirements; prohibition against establishment of corporation for certain illegal purposes.

NRS 78.035 - Articles of incorporation: Required provisions.

NRS 78.037 - Articles of incorporation: Optional provisions.

NRS 78.039 - Name of corporation: Distinguishable name required; availability of name of revoked, merged or otherwise terminated corporation; regulations.

NRS 78.040 - Name of corporation: Reservation; injunctive relief.

NRS 78.045 - Articles of incorporation: Approval or certification required before filing of certain articles or amendments.

NRS 78.046 - Authorization of forum selection provisions in articles or bylaws.

NRS 78.047 - Penalty for purporting to do business as corporation without filing articles of incorporation; enforcement; regulations.

NRS 78.050 - Commencement of corporate existence.

NRS 78.055 - Acceptable evidence of incorporation.

NRS 78.060 - General powers.

NRS 78.065 - Adoption and use of corporate seal or stamp.

NRS 78.070 - Specific powers.

NRS 78.075 - Railroad companies: Powers.

NRS 78.080 - Railroad companies: Rights-of-way granted by the State, counties and municipalities; limitations; reversion on abandonment; duties of companies.

NRS 78.085 - Railroad companies: Filing and recording of certified maps and profiles.

NRS 78.090 - Registered agent required; address of registered office; powers of bank or corporation who is registered agent; penalty for noncompliance; service upon and delivery to registered agent in lieu of corporation.

NRS 78.097 - Resignation of registered agent or termination of registration of commercial registered agent.

NRS 78.105 - Maintenance of records at principal office or with custodian of records; inspection and copying of records; civil liability; penalties.

NRS 78.107 - Denial of request for inspection of records; defense to action for penalties or damages; authority of court to compel production of records.

NRS 78.115 - Board of directors: Number and qualifications.

NRS 78.120 - Board of directors: General powers.

NRS 78.125 - Committees of board of directors: Designation; powers; membership.

NRS 78.130 - Officers of corporation: Selection; qualifications; terms; powers and duties; filling of vacancies.

NRS 78.135 - Authority of directors and representatives of corporation.

NRS 78.138 - Directors and officers: Fiduciary duties; exercise of powers; presumptions and considerations; liability to corporation, stockholders and creditors.

NRS 78.139 - Directors and officers: Duties, presumptions and powers when confronted with change or potential change in control of corporation.

NRS 78.140 - Restrictions on transactions involving interested directors or officers; compensation of directors.

NRS 78.150 - Filing requirements; fees; powers and duties of Secretary of State; regulations.

NRS 78.152 - List or statement to be maintained at principal office or with custodian of records; requirement to assist in criminal investigation; failure to comply; regulations.

NRS 78.153 - Additional filing requirements for certain corporations: Criteria; statement; fees.

NRS 78.155 - Certificate of authorization to transact business.

NRS 78.170 - Defaulting corporations: Identification; reinstatement of corporation which is unit-owners’ association; penalty.

NRS 78.175 - Defaulting corporations: Duties of Secretary of State; revocation of charter and forfeiture of right to transact business; distribution of assets.

NRS 78.180 - Defaulting corporations: Conditions and procedure for reinstatement.

NRS 78.185 - Defaulting corporations: Reinstatement or revival under old or new name; regulations.

NRS 78.191 - "Distribution" defined.

NRS 78.195 - Issuance of more than one class or series of stock; rights of stockholders.

NRS 78.1955 - Establishment of matters regarding class or series of stock by certificate of designation.

NRS 78.196 - Required and authorized classes or series of stock; shares called for redemption.

NRS 78.197 - Rights of persons holding obligations of corporation.

NRS 78.200 - Rights or options to purchase stock.

NRS 78.205 - Fractions of shares: Issuance; alternatives to issuance.

NRS 78.2055 - Decrease in number of issued and outstanding shares of class or series: Resolution by board of directors; approval by stockholders; rights of stockholders.

NRS 78.207 - Change in number of authorized shares of class or series: Resolution by board of directors; approval by stockholders; rights of stockholders.

NRS 78.209 - Change in number of authorized shares of class or series: Filing and effectiveness of certificate of change; amendment of articles of incorporation.

NRS 78.211 - Consideration for shares: Authority of board of directors; effect of receipt; corporate action pending receipt in future.

NRS 78.215 - Issuance of shares for consideration or as share dividend.

NRS 78.220 - Subscriptions for corporate shares: Payment; default; irrevocability.

NRS 78.225 - Stockholder’s liability: No individual liability except for payment for which shares were authorized to be issued or which was specified in subscription agreement.

NRS 78.230 - Liability of holder of stock as collateral security; liability of executors, administrators, guardians and trustees.

NRS 78.235 - Stock certificates: Validation; facsimile signatures; uncertificated shares and informational statements; replacement.

NRS 78.240 - Shares of stock are personal property; transfers.

NRS 78.242 - Restrictions on transfer of stock and on amount of stock owned by person or group of persons.

NRS 78.245 - Corporate stocks, bonds and securities not taxed when owned by nonresidents or foreign corporations; exceptions.

NRS 78.250 - Cancellation of outstanding certificates or change in informational statements: Issuance of new certificates or statements; order for surrender of certificates; penalties for failure to comply.

NRS 78.257 - Right of stockholders to inspect, copy and audit financial records; exceptions; applicability.

NRS 78.265 - Preemptive rights of stockholders in corporations organized before October 1, 1991.

NRS 78.267 - Preemptive rights of stockholders in corporations organized on or after October 1, 1991.

NRS 78.275 - Assessments on stock: Levy and collection; sale after default in payment.

NRS 78.280 - Purchase by corporation of its own stock at assessment sale when no other available purchaser.

NRS 78.283 - Treasury shares: Definition; limitations; retirement and disposal.

NRS 78.288 - Distributions to stockholders.

NRS 78.300 - Liability of directors for unlawful distributions.

NRS 78.307 - "Investment company" and "open-end investment company" defined; redemption of shares by open-end investment company.

NRS 78.310 - Stockholders’ and directors’ meetings: Location; authority to call.

NRS 78.315 - Directors’ meetings: Quorum; consent for actions taken without meeting; alternative means for participating at meeting.

NRS 78.320 - Stockholders’ meetings: Quorum; consent for actions taken without meeting; alternative means for participating at meeting.

NRS 78.325 - Actions at meetings not regularly called: Ratification and approval.

NRS 78.330 - Directors: Election; terms; classification; voting power.

NRS 78.335 - Directors: Removal; filling of vacancies.

NRS 78.340 - Failure to hold election of directors on regular day does not dissolve corporation.

NRS 78.345 - Election of directors by order of court upon failure of regular election.

NRS 78.347 - Application by stockholder for order of court appointing custodian or receiver; requirements of custodian; authority of custodian; adoption of regulations by Secretary of State.

NRS 78.350 - Voting rights of stockholders; determination of stockholders entitled to notice of and to vote at meeting.

NRS 78.352 - Voting rights: Persons holding stock in fiduciary capacity; persons whose stock is pledged; joint owners of stock.

NRS 78.355 - Stockholders’ proxies.

NRS 78.360 - Cumulative voting.

NRS 78.365 - Voting trusts.

NRS 78.370 - Notice to stockholders.

NRS 78.375 - Waiver of notice or other communication.

NRS 78.378 - Applicability; imposition of stricter requirements; protection of corporation and its stockholders.

NRS 78.3781 - Definitions.

NRS 78.3782 - "Acquiring person" defined.

NRS 78.3783 - "Acquisition" defined.

NRS 78.3784 - "Control shares" defined.

NRS 78.3785 - "Controlling interest" defined.

NRS 78.3786 - "Fair value" defined.

NRS 78.3787 - "Interested stockholder" defined.

NRS 78.3788 - "Issuing corporation" defined.

NRS 78.3789 - Delivery of offeror’s statement by acquiring person; contents of statement.

NRS 78.379 - Voting rights of acquiring person; meeting of stockholders; statements to accompany notice of meeting.

NRS 78.3791 - Approval of voting rights of acquiring person.

NRS 78.3792 - Redemption of control shares.

NRS 78.3793 - Rights of dissenting stockholders.

NRS 78.380 - Amendment of articles before issuance of voting stock.

NRS 78.385 - Scope of amendments.

NRS 78.390 - Amendment of articles after issuance of stock: Procedure.

NRS 78.403 - Restatement of articles.

NRS 78.411 - Definitions.

NRS 78.412 - "Affiliate" defined.

NRS 78.413 - "Associate" defined.

NRS 78.414 - "Beneficial owner" defined.

NRS 78.416 - "Combination" defined.

NRS 78.417 - "Common shares" defined.

NRS 78.418 - "Control," "controlling," "controlled by" and "under common control with" defined; presumption of control.

NRS 78.421 - "Date of announcement" defined.

NRS 78.422 - "Date of consummation" defined.

NRS 78.423 - "Interested stockholder" defined.

NRS 78.424 - "Market value" defined.

NRS 78.426 - "Preferred shares" defined.

NRS 78.4265 - "Publicly traded corporation" defined.

NRS 78.427 - "Resident domestic corporation" defined.

NRS 78.428 - "Securities Exchange Act" defined.

NRS 78.429 - "Share" defined.

NRS 78.431 - "Subsidiary" defined.

NRS 78.432 - "Voting shares" defined.

NRS 78.433 - Applicability: Generally.

NRS 78.434 - Applicability: Election not to be governed by provisions.

NRS 78.436 - Applicability: Combination with inadvertent interested stockholder.

NRS 78.437 - Applicability: Combination with interested stockholder as of certain date.

NRS 78.438 - Combination prohibited within 2 years after stockholder becomes interested; exception; action on proposal.

NRS 78.439 - Authorized combinations: General requirements.

NRS 78.441 - Authorized combinations: Consideration to be received by disinterested holders of common shares.

NRS 78.442 - Authorized combinations: Consideration to be received by disinterested holders of class or series of shares other than common shares.

NRS 78.443 - Authorized combinations: Required form and distribution of consideration.

NRS 78.444 - Authorized combinations: Restrictions on beneficial ownership of additional voting shares by interested stockholder.

NRS 78.565 - Sale, lease or exchange of assets: Authority; vote of stockholders.

NRS 78.570 - Sale of property and franchise under decree of court.

NRS 78.573 - Dissolution of corporation whose charter has been revoked without additional fees and penalties; regulations.

NRS 78.575 - Procedure for dissolution before payment of capital and beginning of business.

NRS 78.580 - Procedure for dissolution after beginning of business.

NRS 78.585 - Continuation of corporation after dissolution for winding up and liquidating its business and affairs; limitation on actions by or against dissolved corporation.

NRS 78.590 - Trustees of dissolved corporation: Powers of directors.

NRS 78.597 - Liability of stockholders of dissolved corporation.

NRS 78.600 - Trustees or receivers for dissolved corporations: Appointment; powers.

NRS 78.605 - Jurisdiction of district court.

NRS 78.610 - Duties of trustees or receivers; payment and distribution to creditors and stockholders.

NRS 78.615 - Abatement of pending actions; substitution of dissolution trustees or receivers.

NRS 78.620 - Dissolution or forfeiture of charter by decree of court; filing.

NRS 78.622 - Reorganization under federal law: Powers of corporation.

NRS 78.630 - Application of creditors or stockholders of insolvent corporation for injunction and appointment of receiver or trustee; hearing.

NRS 78.635 - Appointment of receiver or trustee of insolvent corporation: Powers.

NRS 78.640 - Property and privileges of insolvent corporation vest in appointed receiver.

NRS 78.645 - Corporation may resume control upon payment of debts and receipt of capital to conduct business; order of court dissolving corporation and forfeiting charter.

NRS 78.650 - Stockholders’ application for injunction and appointment of receiver when corporation mismanaged.

NRS 78.655 - Reorganization of corporation by majority of stockholders during receivership.

NRS 78.660 - Powers of district court.

NRS 78.665 - Receiver to take possession of corporate assets upon court order.

NRS 78.670 - Inventory, list of debts and reports by receiver.

NRS 78.675 - Creditors’ proofs of claims; when participation barred; notice.

NRS 78.680 - Creditors’ claims to be in writing under oath; examination of claimants.

NRS 78.685 - Action on creditors’ claims; appeal of disallowed claims.

NRS 78.695 - Substitution of receiver as party; abatement of actions.

NRS 78.700 - Sales of encumbered or deteriorating property.

NRS 78.705 - Compensation, costs and expenses of receiver.

NRS 78.710 - Distribution of money to creditors and stockholders.

NRS 78.715 - Acts of majority of receivers effectual; removal and vacancies.

NRS 78.720 - Employees’ liens for wages when corporation insolvent.

NRS 78.725 - Domestic corporations in existence on April 1, 1925, may reincorporate under this chapter.

NRS 78.730 - Renewal or revival: Procedure; fee; certificate as evidence.

NRS 78.740 - Renewal or revival: Status of corporation.

NRS 78.745 - Action against stockholder for unpaid subscriptions; limitation of action.

NRS 78.746 - Action against stockholder by judgment creditor; limitations.

NRS 78.747 - Liability of another person for debt or liability of corporation.

NRS 78.750 - Service of process on corporations.

NRS 78.7502 - Discretionary indemnification of directors, officers, employees and agents: General provisions.

NRS 78.751 - Mandatory indemnification of directors, officers, employees and agents; advancement of expenses; other rights to indemnification and advancement of expenses; primary obligor with respect to indemnification or advancement of expenses; eff...

NRS 78.752 - Insurance and other financial arrangements against liability of directors, officers, employees and agents.

NRS 78.755 - Duties: Collection of fees; employment of new technology to aid in performance.

NRS 78.760 - Filing fees: Articles of incorporation.

NRS 78.765 - Filing fees: Certificate changing number of authorized shares; certificate of amendment to articles; certificate of correction; certificate of designation; certificate of termination; certificate of withdrawal.

NRS 78.767 - Filing fees: Certificates of restated articles of incorporation.

NRS 78.780 - Filing fee: Certificate of dissolution.

NRS 78.785 - Miscellaneous fees.