88A.280 - Governing instrument: Optional provisions relating to management of trust and rights, duties and obligations of trustees, beneficial owners and other persons.
88A.280 Governing instrument: Optional provisions relating to management of trust and rights, duties and obligations of trustees, beneficial owners and other persons. A governing instrument may contain any provision relating to the management or the business or affairs of the business trust and the rights, duties and obligations of the trustees, beneficial owners and other persons which is not contrary to a provision or requirement of this chapter and may:
1. Provide for classes, groups or series of trustees or beneficial owners, or of beneficial interests, having such relative rights, powers and duties as the governing instrument provides, and may provide for the future creation in the manner provided in the governing instrument of additional such classes having such relative rights, powers and duties as may from time to time be established, including rights, powers and duties senior or subordinate to existing classes, groups or series.
2. Provide that a person becomes a beneficial owner and bound by the governing instrument if the person, or the person’s representative authorized orally, in writing or by action such as payment for a beneficial interest, complies with the conditions for becoming a beneficial owner set forth in the governing instrument or any other writing and acquires a beneficial interest.
3. Establish or provide for a designated series of trustees, beneficial owners or beneficial interests having separate rights, powers or duties with respect to specified property or obligations of the business trust or profits and losses associated with specified property or obligations, and, to the extent provided in the governing instrument, any such series may have a separate business purpose or investment objective.
4. Provide for the taking of any action, including the amendment of the governing instrument, the accomplishment of a merger, the appointment of one or more trustees, the sale, lease, transfer, pledge or other disposition of all or any part of the assets of the business trust or the assets of any series, or the dissolution of the business trust, and the creation of a class, group or series of beneficial interests that was not previously outstanding, without the vote or approval of any particular trustee or beneficial owner or class, group or series of trustees or beneficial owners.
5. Grant to or withhold from all or certain trustees or beneficial owners, or a specified class, group or series of trustees or beneficial owners, the right to vote, separately or with one or more of the trustees, beneficial owners or classes, groups or series thereof, on any matter. Voting power may be apportioned per capita, proportionate to financial interest, by class, group or series, or on any other basis.
6. If and to the extent that voting rights are granted under the certificate of trust or governing instrument, set forth provisions relating to notice of the time, place or purpose of a meeting at which a matter will be voted on, waiver of notice, action by consent without a meeting, the establishment of record dates, requirement of a quorum, voting in person, by proxy or otherwise, or any other matter with respect to the exercise of the right to vote.
7. Provide for the present or future creation of more than one business trust, including the creation of a future business trust to which all or any part of the assets, liabilities, profits or losses of any existing business trust are to be transferred, and for the conversion of beneficial interests in an existing business trust, or series thereof, into beneficial interests in the separate business trust or a series thereof.
8. Provide for the appointment, election or engagement, either as agents or independent contractors of the business trust or as delegates of the trustees, of officers, employees, managers or other persons who may manage the business and affairs of the business trust and have such titles and relative rights, powers and duties as the governing instrument provides. Except as otherwise provided in the governing instrument, the trustees shall choose and supervise those officers, managers and other persons.
(Added to NRS by 1999, 1569)