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Chapter 82 — Nonprofit Corporations

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CHAPTER 82 - NONPROFIT CORPORATIONS

GENERAL PROVISIONS

NRS 82.006 Definitions.

NRS 82.011 “Articles of incorporation” and “articles” defined.

NRS 82.016 “Corporation” defined.

NRS 82.021 “Corporation for public benefit” defined.

NRS 82.026 “Directors” and “trustees” defined.

NRS 82.031 “Member” defined.

NRS 82.036 “Receiver” defined.

NRS 82.038 “Record” defined.

NRS 82.041 “Registered office” defined.

NRS 82.042 “Sign” defined.

NRS 82.043 “Signature” defined.

NRS 82.044 “Street address” defined.

NRS 82.046 Construction of chapter.

NRS 82.051 Applicability of chapter; effect of chapter on corporations existing before October 1, 1991.

NRS 82.056 Election of existing corporation to accept chapter: Eligibility; procedure.

NRS 82.061 Election of existing corporation to accept chapter: Filing requirements; contents.

NRS 82.063 Election of board of directors of expired corporation to accept chapter: Eligibility; procedure; date of corporate existence.

NRS 82.066 Election of existing and expired corporation to accept chapter: Effect.

NRS 82.071 Limitations on eligibility to organize under chapter.

NRS 82.076 Effect of amendment or repeal of chapter; chapter is part of corporation’s charter.

FORMATION

NRS 82.081 Filing requirements.

NRS 82.086 Articles of incorporation: Required provisions.

NRS 82.091 Articles of incorporation: Optional provisions.

NRS 82.096 Name of corporation: Distinguishable name required; availability of name of revoked, merged or otherwise terminated corporation; regulations.

NRS 82.101 Name of corporation: Reservation; injunctive relief.

NRS 82.106 Articles of incorporation: Prohibited names and businesses; certification required before filing of certain articles or amendments.

NRS 82.111 Commencement of corporate existence.

NRS 82.116 Acceptable evidence of incorporation.

POWERS

NRS 82.121 General powers.

NRS 82.126 Adoption and use of corporate seal or stamp.

NRS 82.131 Specific powers.

NRS 82.136 Restrictions: Issuance of stock; pecuniary gain of members; distributions.

CORPORATE RECORDS

NRS 82.181 Maintenance of records at registered office; inspection and copying of records; civil liability; penalties; denial of request for inspection of records; defense to action for penalties or damages; authority of court to compel production of records.

NRS 82.186 Right of members and directors to inspect and copy records; denial of inspection; civil liability; defense to action for penalties or damages.

RESIDENT AGENT AND REGISTERED OFFICE; DIRECTORS AND OFFICERS

NRS 82.193 Resident agent required; applicable law regarding resident agent and registered office; applicable law regarding annual list and defaulting corporations; default and reinstatement of corporation which is unit-owners’ association; fees.

NRS 82.196 Board of directors or trustees: Number and qualifications of members.

NRS 82.198 Board of directors or trustees: Selection of members when corporation owns or leases mobile home park.

NRS 82.201 Board of directors or trustees: General powers.

NRS 82.206 Committees of board of directors: Designation; powers; names; membership.

NRS 82.211 Officers of corporation: Selection; terms; duties.

NRS 82.216 Authority of directors and representatives of corporation.

NRS 82.221 Directors and officers: Exercise of powers and performance of duties; personal liability.

NRS 82.226 Restrictions on transactions involving interested directors or officers; compensation of directors.

MEMBERS

NRS 82.231 Powers of corporation; classes, qualifications and rights of members; term of membership.

NRS 82.236 Transfer of membership.

NRS 82.241 Personal liability of members; imposition of dues, assessments or fees.

NRS 82.246 Resignation.

NRS 82.251 Expulsion of member; suspension or termination of membership.

NRS 82.256 Purchase of membership by corporation.

NRS 82.261 Delegates.

MEETINGS, ELECTIONS, VOTING AND NOTICE

NRS 82.266 Place of members’, delegates’ and directors’ meetings.

NRS 82.271 Meetings of board of directors or delegates: Quorum; consent to action taken without meeting; participation by telephone or similar method.

NRS 82.276 Consent of members in lieu of meeting.

NRS 82.281 Actions at meetings not regularly called: Consent, ratification and approval.

NRS 82.286 Election of directors and delegates; classification of directors.

NRS 82.291 Meetings of members or delegates: Quorum.

NRS 82.296 Directors: Removal; filling of vacancies.

NRS 82.301 Effect of failure to elect director on designated day.

NRS 82.306 Election of directors by order of court upon failure of regular election.

NRS 82.311 Provisional director: Appointment; qualifications; rights and powers; removal.

NRS 82.316 Determination of members entitled to notice of and to vote at meeting; fixing of date when members entitled to give consent in lieu of meeting.

NRS 82.321 Members’ proxies.

NRS 82.326 Action of members by written ballot in lieu of meeting.

NRS 82.331 Cumulative voting.

NRS 82.336 Delegates and members: Special meetings; notices.

NRS 82.341 Waiver of notice.

AMENDMENT AND RESTATEMENT OF ARTICLES OF INCORPORATION

NRS 82.346 Amendment of articles before first meeting of directors.

NRS 82.351 Amendment of articles: Scope of amendments.

NRS 82.356 Amendment of articles: Procedure.

NRS 82.371 Restatement of articles.

SALE OF ASSETS; VOLUNTARY DISSOLUTION

NRS 82.436 Sale, lease or exchange of assets: Authority; procedure.

NRS 82.446 Voluntary dissolution at request of members.

NRS 82.451 Voluntary dissolution by directors and members or by directors alone; directors to act as trustees for liquidation and winding up of corporate affairs.

NRS 82.456 Dissolved corporations: Rights and liabilities of corporation and its directors, trustees, receivers, officers, members and creditors; powers and duties of district court.

NRS 82.461 Dissolved corporations: Duties of person appointed or authorized to act in liquidation.

INSOLVENCY; INVOLUNTARY DISSOLUTION

NRS 82.466 Reorganization under federal law.

NRS 82.471 Application of creditors or members of insolvent corporation for injunction and appointment of receiver or trustee; powers and duties of court.

NRS 82.476 Receivers or trustees for insolvent corporations: Appointment; powers and duties.

NRS 82.481 Authority of court to reconvey property back to or dissolve corporation.

NRS 82.486 Involuntary dissolution: Authority and grounds for application.

NRS 82.491 Involuntary dissolution: Appointment of receiver; powers and duties of receiver; authorized relief.

NRS 82.496 Involuntary dissolution: General powers of court.

NRS 82.501 Limitation on time for creditors’ claims; notice to creditors.

NRS 82.506 Presentation of creditors’ claims; examination of creditors and witnesses.

NRS 82.511 Abatement of actions against receivers.

NRS 82.516 Payment of creditors and distribution of surplus.

NRS 82.521 Employees’ liens for wages.

FOREIGN NONPROFIT CORPORATIONS

NRS 82.523 Annual list: Filing requirements; fees; powers and duties of Secretary of State.

NRS 82.5231 Certificate of authorization to transact business.

NRS 82.5233 Addresses of officers required; failure to file.

NRS 82.5235 Defaulting corporations: Identification; forfeiture of right to transact business; penalty.

NRS 82.5236 Defaulting corporations: Duties of Secretary of State.

NRS 82.5237 Defaulting corporations: Conditions and procedure for reinstatement.

NRS 82.5239 Defaulting corporations: Reinstatement under old or new name; regulations.

MISCELLANEOUS PROVISIONS

NRS 82.525 Form required for filing of records.

NRS 82.526 Corporate records: Microfilming; imaging; return.

NRS 82.528 Filing of records written in language other than English.

NRS 82.531 Fees.

NRS 82.533 Procedure to submit replacement page to Secretary of State before actual filing of record.

NRS 82.534 Correction of inaccurate or defective record filed with Secretary of State.

NRS 82.536 Attorney General: Examination of corporate affairs; powers of enforcement.

NRS 82.541 Directors, officers, employees and agents: Indemnification; insurance against liability.

NRS 82.546 Renewal or revival of charter: Procedure; fee; certificate as evidence.

_________

GENERAL PROVISIONS

NRS 82.006 Definitions. As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 82.011 to 82.044, inclusive, have the meanings ascribed to them in those sections.

(Added to NRS by 1991, 1255; A 1999, 1601; 2003, 3121)

NRS 82.011 “Articles of incorporation” and “articles” defined. “Articles of incorporation” and “articles” are synonymous terms and, unless the context otherwise requires, include all certificates filed pursuant to NRS 82.081, 82.346, 82.356 and 82.371 and any articles of merger filed pursuant to NRS 92A.005 to 92A.260, inclusive.

(Added to NRS by 1991, 1255; A 1993, 990; 1995, 2105; 2003, 3121)

NRS 82.016 “Corporation” defined. Unless the context otherwise requires, “corporation” means a corporation organized or governed by this chapter.

(Added to NRS by 1991, 1256)

NRS 82.021 “Corporation for public benefit” defined. “Corporation for public benefit” is a corporation formed or existing pursuant to this chapter that:

1. Is recognized as exempt under section 501(c)(3) of the Internal Revenue Code in effect on October 1, 1991, future amendments to that section and the corresponding provisions of future internal revenue laws; or

2. Is organized for a public or charitable purpose and which upon dissolution must distribute its assets to the United States, a state, or a person which is recognized as exempt under section 501(c)(3) of the Internal Revenue Code as amended.

(Added to NRS by 1991, 1256; A 1993, 990)

NRS 82.026 “Directors” and “trustees” defined. “Directors” and “trustees” are synonymous terms.

(Added to NRS by 1991, 1256)

NRS 82.031 “Member” defined. Unless otherwise provided in the articles or bylaws, the word “member” means, without regard to what a person is called in the articles or bylaws, any person who on more than one occasion has the right pursuant to the articles or bylaws to vote for the election of a director or directors. A person is not a member by virtue of any rights he has as a delegate or director or any rights he has to designate a director or directors.

(Added to NRS by 1991, 1256)

NRS 82.036 “Receiver” defined. “Receiver” includes receivers and trustees appointed as provided in this chapter and chapter 32 of NRS.

(Added to NRS by 1991, 1256; A 1993, 990)

NRS 82.038 “Record” defined. “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

(Added to NRS by 2003, 3121)

NRS 82.041 “Registered office” defined. “Registered office” of a corporation means the office maintained at the street address of its resident agent.

(Added to NRS by 1991, 1256; A 1993, 990; 1995, 2105)

NRS 82.042 “Sign” defined. “Sign” means to affix a signature to a record.

(Added to NRS by 1999, 1601; A 2003, 3121)

NRS 82.043 “Signature” defined. “Signature” means a name, word, symbol or mark executed or otherwise adopted, or a record encrypted or similarly processed in whole or in part, by a person with the present intent to identify himself and adopt or accept a record. The term includes, without limitation, an electronic signature as defined in NRS 719.100.

(Added to NRS by 1999, 1601; A 2001, 101, 2724; 2003, 3122)

NRS 82.044 “Street address” defined. “Street address” of a resident agent means the actual physical location in this State at which a resident agent is available for service of process.

(Added to NRS by 1999, 1601)

NRS 82.046 Construction of chapter. General terms and powers given in this chapter are not restricted by the use of special terms, or by any grant of special powers, contained in this chapter.

(Added to NRS by 1991, 1256)

NRS 82.051 Applicability of chapter; effect of chapter on corporations existing before October 1, 1991.

1. This chapter applies to the following corporations:

(a) Corporations organized in this State on or after October 1, 1991, pursuant to the provisions of this chapter.

(b) Corporations existing on October 1, 1991, which were organized pursuant to the following repealed statutes as they existed on September 30, 1991, and any predecessor acts:

(1) NRS 81.290 to 81.340, inclusive;

(2) NRS 81.350 to 81.400, inclusive;

(3) NRS 83.010 to 83.100, inclusive;

(4) NRS 85.010 to 85.070, inclusive; and

(5) NRS 86.010 to 86.190, inclusive.

(c) Except where the following statutes are inconsistent with the provisions of this chapter, corporations existing on October 1, 1991, which were organized pursuant to:

(1) NRS 81.170 to 81.270, inclusive; and

(2) NRS 81.410 to 81.540, inclusive.

(d) Corporations organized pursuant to the statutes described in paragraphs (b) and (c):

(1) Which seek to renew or revive a charter which was revoked on or before October 1, 1991, in the manner provided in this chapter; or

(2) Whose charters are renewed or revived in the manner provided in this chapter.

(e) Corporations having shares of stock organized before and existing on October 1, 1991, pursuant to any provision of chapter 81 of NRS which elect to accept this chapter as provided in NRS 82.056.

2. The existence of a corporation described in paragraphs (b) to (e), inclusive, of subsection 1 formed or existing before October 1, 1991, and any liability, cause of action, right, privilege or immunity validly existing in favor of or against any such corporation on October 1, 1991, are not affected, abridged, taken away or impaired by this chapter, or by any change in the requirements for the formation of corporations provided by this chapter, or by the amendment or repeal of any laws under which the corporation was formed or created.

(Added to NRS by 1991, 1256; A 1995, 1121)

NRS 82.056 Election of existing corporation to accept chapter: Eligibility; procedure. A corporation having shares of stock which was organized before October 1, 1991, pursuant to any provision of chapter 81 of NRS may elect to accept this chapter in the following manner:

1. If there are members or stockholders entitled to vote thereon, the board of directors must adopt a resolution recommending that the corporation accept this chapter and adopt new articles of incorporation conforming to this chapter and any other statutes pursuant to which the corporation may have been organized and directing that the question of such acceptance and adoption be submitted to a vote at an annual or special meeting of the members or stockholders entitled to vote thereon. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider electing to accept this chapter and adopting new articles of incorporation must be given to each member and stockholder entitled to vote at the meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. The election to accept this chapter and adopt new articles of incorporation require for adoption at least a majority of the votes which the members or stockholders present at the meeting in person or by proxy are entitled to cast.

2. If there are no members or stockholders entitled to vote thereon, election to accept this chapter and adopt new articles of incorporation conforming to the provisions of this chapter may be made at a meeting of the board of directors pursuant to majority vote of a quorum of the directors present at the meeting.

(Added to NRS by 1991, 1257; A 1993, 990)

NRS 82.061 Election of existing corporation to accept chapter: Filing requirements; contents.

1. A certificate of election to accept this chapter pursuant to NRS 82.056 must be signed by an officer of the corporation and must set forth:

(a) The name of the corporation.

(b) A statement by the corporation that it has elected to accept this chapter and adopt new articles of incorporation conforming to the provisions of this chapter and any other statutes pursuant to which the corporation may have been organized.

(c) If there are members or stockholders entitled to vote thereon, a statement setting forth the date of the meeting of the members or stockholders at which the election to accept this chapter and adopt new articles was made, that a quorum was present at the meeting and that acceptance and adoption was authorized by at least a majority of the votes which members or stockholders present at the meeting in person or by proxy were entitled to cast.

(d) If there are no members or stockholders entitled to vote thereon, a statement of that fact, the date of the meeting of the board of directors at which the election to accept and adopt was made, that a quorum was present at the meeting and that the acceptance and adoption were authorized by a majority vote of the directors present at the meeting.

(e) A statement that, in addition, the corporation followed the requirements of the law under which it was organized, its old articles of incorporation and its old bylaws so far as applicable in effecting the acceptance.

(f) A statement that the attached copy of the articles of incorporation of the corporation are the new articles of incorporation of the corporation.

(g) If the corporation has issued shares of stock, a statement of that fact including the number of shares theretofore authorized, the number issued and outstanding and that upon the effective date of the certificate of acceptance the authority of the corporation to issue shares of stock is thereby terminated.

2. The certificate so signed must be filed in the Office of the Secretary of State.

(Added to NRS by 1991, 1257; A 1993, 990; 1997, 710; 1999, 1601; 2003, 3122)

NRS 82.063 Election of board of directors of expired corporation to accept chapter: Eligibility; procedure; date of corporate existence.

1. The board of directors of a corporation without shares of stock which was organized before October 1, 1991, pursuant to any provision of chapter 81 of NRS or a predecessor statute and whose permissible term of existence as stated in the articles of incorporation has expired, may, within 10 years after the date of the expiration of its existence, elect to revive its charter and accept this chapter by adopting a resolution reviving the expired charter and adopting new articles of incorporation conforming to this chapter and any other statutes pursuant to which the corporation may have been organized. The new articles of incorporation need not contain the names, addresses, signatures or acknowledgments of the incorporators.

2. A certificate of election to accept this chapter pursuant to this section must be signed by an officer of the corporation and must set forth:

(a) The name of the corporation.

(c) A statement by the corporation that since the expiration of its charter it has remained organized and continued to carry on the activities for which it was formed and authorized by its original articles of incorporation and amendments thereto, and desires to continue through revival its existence pursuant to and subject to the provisions of this chapter.

(d) A statement that the attached copy of the articles of incorporation of the corporation are the new articles of incorporation of the corporation.

(e) A statement setting forth the date of the meeting of the board of directors at which the election to accept and adopt was made, that a quorum was present at the meeting and that the acceptance and adoption were authorized by a majority vote of the directors present at the meeting.

3. The certificate so signed and a certificate of acceptance of appointment signed by the resident agent of the corporation must be filed in the Office of the Secretary of State.

4. The new articles of incorporation become effective on the date of filing the certificate. The corporation’s existence continues from the date of expiration of the original term, with all the corporation’s rights, franchises, privileges and immunities and subject to all its existing and preexisting debts, duties and liabilities.

(Added to NRS by 1997, 709; A 1999, 607, 1602; 2003, 3122)

NRS 82.066 Election of existing and expired corporation to accept chapter: Effect. Upon filing a certificate of acceptance, the election of a corporation to accept this chapter is effective and the corporation has the powers and privileges and is subject to the duties, restrictions, penalties and liabilities given to and imposed upon the corporation by this chapter and by any other statutes pursuant to which it was created. The articles of incorporation attached to the certificate are thereafter the articles of incorporation of the corporation. The holders of shares of stock issued by the corporation are thereafter members of the corporation with one vote for each share of stock so surrendered, unless the articles so adopted and attached to the certificate provide otherwise.

(Added to NRS by 1991, 1258; A 1997, 711)

NRS 82.071 Limitations on eligibility to organize under chapter. No insurance company, stock fire insurance company, surety company, express company, trust company, stock savings and loan association, or corporation organized for the purpose of conducting a banking business may be organized under this chapter.

(Added to NRS by 1991, 1258)

NRS 82.076 Effect of amendment or repeal of chapter; chapter is part of corporation’s charter. Every corporation created under this chapter, or availing itself of any of the provisions of this chapter, and all members and delegates of the corporation are bound by any amendment of this chapter in the future, including the repeal of any provisions. The amendment or repeal of these provisions does not take away or impair any remedy against any corporation, or its officers, for any liability previously incurred. This chapter, and all amendments thereof, are a part of the charter of every corporation, except so far as they are inapplicable or inappropriate to the objects of the corporation.

(Added to NRS by 1991, 1258)

FORMATION

NRS 82.081 Filing requirements.

1. One or more natural persons may associate to establish a corporation no part of the income or profit of which is distributable to its members, directors or officers, except as otherwise provided in this chapter, for the transaction of any lawful business, or to promote or conduct any legitimate object or purpose, pursuant and subject to the requirements of this chapter, by:

(a) Signing and filing in the Office of the Secretary of State articles of incorporation; and

(b) Filing a certificate of acceptance of appointment, signed by the resident agent of the corporation, in the Office of the Secretary of State.

2. The Secretary of State shall require articles of incorporation to be in the form prescribed by NRS 82.086. If any articles are defective in this respect, the Secretary of State shall return them for correction.

(Added to NRS by 1991, 1258; A 1999, 1603; 2003, 3123)

NRS 82.086 Articles of incorporation: Required provisions. The articles of incorporation must set forth:

1. The name of the corporation. A name appearing to be that of a natural person and containing a given name or initials must not be used as a corporate name except with an additional word or words such as “Incorporated,” “Inc.,” “Limited,” “Ltd.,” “Company,” “Co.,” “Corporation,” “Corp.,” or other word which identifies it as not being a natural person.

2. The name of the person designated as the corporation’s resident agent, his street address where he maintains an office for service of process, and his mailing address if different from the street address.

3. That the corporation is a nonprofit corporation.

4. The nature of the business, or objects or purposes proposed to be transacted, promoted or carried on by the corporation. It is sufficient to state, either alone or with other purposes, that the corporation may engage in any lawful activity, subject to expressed limitations, if any. Such a statement makes all lawful activities within the objects or purposes of the corporation.

5. The names and mailing or street addresses, residence or business, of the first board of directors or trustees, together with any desired provisions relative to the right to change the number of directors.

6. The names and mailing or street address, residence or business, of each of the incorporators signing the articles of incorporation.

(Added to NRS by 1991, 1259; A 1993, 991; 1995, 2105; 1999, 1603; 2003, 3123)

NRS 82.091 Articles of incorporation: Optional provisions. The articles of incorporation may also contain:

1. Any provision subordinating the corporation to the authority of a superior organization or any person, and providing for its dissolution when its charter is surrendered to, taken away by or revoked by the superior organization or any person granting it.

2. Any provision providing that, upon dissolution of the corporation and the payment of its debts and the provision for other matters as required by this chapter, the assets of the corporation must be distributed to the superior organization or any person.

3. Any provision allowing members or directors, or classes of members or directors, to have more or less than one vote in any election or any other matter presented to the members or directors for a vote.

4. Any provision allowing or providing for delegates with some or all the authority of members.

5. Any provision, not contrary to the laws of this State, for the management of the business and for the conduct of the affairs of the corporation, and any provision creating, defining, limiting or regulating the powers of the corporation or the rights, powers or duties of the directors, members, if any, or delegates, if any, or any class of members, delegates, or directors, or the holders of bonds or other obligations of the corporation.

(Added to NRS by 1991, 1259)

NRS 82.096 Name of corporation: Distinguishable name required; availability of name of revoked, merged or otherwise terminated corporation; regulations.

1. The name proposed for a corporation must be distinguishable on the records of the Secretary of State from the names of all other artificial persons formed, organized, registered or qualified pursuant to the provisions of this title that are on file in the Office of the Secretary of State and all names that are reserved in the Office of the Secretary of State pursuant to the provisions of this title. If a proposed name is not so distinguishable, the Secretary of State shall return the articles of incorporation containing it to the incorporator, unless the written, acknowledged consent of the holder of the name on file or reserved name to use the same name or the requested similar name accompanies the articles of incorporation.

2. For the purposes of this section and NRS 82.101, a proposed name is not distinguishable from a name on file or reserved name solely because one or the other contains distinctive lettering, a distinctive mark, a trademark or a trade name, or any combination of these.

3. The name of a corporation whose charter has been revoked, which has merged and is not the surviving entity or whose existence has otherwise terminated is available for use by any other artificial person.

4. The Secretary of State may adopt regulations that interpret the requirements of this section.

(Added to NRS by 1991, 1259; A 1993, 992; 1997, 2810; 1999, 1604)

NRS 82.101 Name of corporation: Reservation; injunctive relief.

1. The Secretary of State, when requested to do so, shall reserve, for a period of 90 days, the right to use any name available under NRS 82.096 for the use of any proposed corporation. During the period, a name so reserved is not available for use or reservation by any other artificial person forming, organizing, registering or qualifying in the Office of the Secretary of State pursuant to the provisions of this title without the written, acknowledged consent of the person at whose request the reservation was made.

2. The use by any other artificial person of a name in violation of subsection 1 or NRS 82.096 may be enjoined, even if the record under which the artificial person is formed, organized, registered or qualified has been filed by the Secretary of State.

(Added to NRS by 1991, 1260; A 1993, 992; 1999, 1604; 2003, 3124)

NRS 82.106 Articles of incorporation: Prohibited names and businesses; certification required before filing of certain articles or amendments.

1. The Secretary of State shall not accept for filing pursuant to this chapter any articles of incorporation or any certificate of amendment of articles of incorporation of any corporation formed or existing pursuant to this chapter if the name of the corporation contains the words “trust,” “engineer,” “engineered,” “engineering,” “professional engineer” or “licensed engineer.”

2. The Secretary of State shall not accept for filing any articles of incorporation or any certificate of amendment of articles of incorporation of any corporation formed or existing under this chapter when it appears from the articles or the certificate of amendment that the business to be carried on by the corporation is subject to supervision by the Commissioner of Insurance.

3. The Secretary of State shall not accept for filing pursuant to this chapter any articles of incorporation or any certificate of amendment of articles of incorporation of any corporation formed or existing pursuant to this chapter if the name of the corporation contains the word “accountant,” “accounting,” “accountancy,” “auditor” or “auditing.”

4. The Secretary of State shall not accept for filing any articles of incorporation or any certificate of amendment of articles of incorporation of any corporation formed or existing pursuant to the laws of this State which provides that the name of the corporation contains the words “common-interest community,” “community association,” “master association,” “unit-owners’ association” or “homeowners’ association” or if it appears in the articles of incorporation or certificate of amendment that the purpose of the corporation is to operate as a unit-owners’ association pursuant to chapter 116 of NRS unless the Administrator of the Real Estate Division of the Department of Business and Industry certifies that the corporation has:

(a) Registered with the Ombudsman for Owners in Common-Interest Communities pursuant to NRS 116.31158; and

(b) Paid to the Administrator of the Real Estate Division the fees required pursuant to NRS 116.31155.

(Added to NRS by 1991, 1260; A 1999, 1708; 2003, 20th Special Session, 53; 2005, 2627)

NRS 82.111 Commencement of corporate existence.

1. Upon the filing of the articles of incorporation and the certificate of acceptance pursuant to NRS 82.081, and the payment of the filing fees, the Secretary of State shall issue to the corporation a certificate that the articles, containing the required statement of facts, have been filed in his office. Upon the filing of the articles, the corporation is a body corporate, by the name set forth in the articles, subject to the forfeiture of its charter and dissolution as provided in this chapter.

2. The filing of the articles does not, by itself, constitute commencement of business by the corporation.

(Added to NRS by 1991, 1260)

NRS 82.116 Acceptable evidence of incorporation. A copy of any articles of incorporation filed pursuant to this chapter, and certified by the Secretary of State under his official seal, must be received in all courts and places as prima facie evidence of the facts therein stated and of the existence and due incorporation of the corporation therein named.

(Added to NRS by 1991, 1261; A 1993, 993)

POWERS

NRS 82.121 General powers.

1. A corporation:

(a) Has all the rights, privileges and powers hereby conferred.

(b) Has such rights, privileges and powers as may be conferred upon corporations by any existing law.

(c) May at any time exercise those rights, privileges and powers, when not inconsistent with the provisions of this chapter, or with the purposes and objects for which the corporation is organized.

2. Every corporation, by virtue of its existence as such, may:

(a) Have succession by its corporate name for the period limited in its articles of incorporation, and when no period is limited, perpetually, or until it is dissolved and its affairs are wound up according to law.

(b) Sue and be sued in any court of law or equity.

(d) Hold, purchase and convey real and personal estate and mortgage or lease any such real and personal estate with its franchises. The power to hold real and personal estate includes the power to take it by devise or bequest in this State, or in any other state, territory or country.

(e) Appoint such officers and agents as the affairs of the corporation require, and allow them suitable compensation.

(f) Make bylaws not inconsistent with the Constitution or laws of the United States, or of this State, for the management, regulation and government of its affairs and property, the transfer of its memberships, if any, the transaction of its business, and the calling and holding of meetings of its members, if any, or delegates, if any.

(g) Wind up and dissolve itself, or be wound up or dissolved, in the manner mentioned in this chapter.

(Added to NRS by 1991, 1261; A 1993, 993)

NRS 82.126 Adoption and use of corporate seal or stamp.

1. Every corporation, by virtue of its existence as such, may adopt and use a common seal or stamp, and alter it at pleasure.

2. The use of a seal or stamp by a corporation on any corporate record is not necessary. The corporation may use a seal or stamp, if it desires, but use or failure to use does not in any way affect the legality of the record.

(Added to NRS by 1991, 1261; A 2003, 3124)

NRS 82.131 Specific powers. Subject to such limitations, if any, as may be contained in its articles, every corporation may:

1. Borrow money and contract debts when necessary for the transaction of its business, or for the exercise of its corporate rights, privileges or franchises, or for any other lawful purpose of its incorporation, issue bonds, promissory notes, drafts, debentures and other obligations and evidences of indebtedness, payable at a specified time or times, or payable upon the happening of a specified event or events, whether secured by mortgage, pledge or other security, or unsecured, for money borrowed, or in payment for property purchased or acquired, or for any other lawful object.

2. Guarantee, purchase, hold, take, obtain, receive, subscribe for, own, use, dispose of, sell, exchange, lease, lend, assign, mortgage, pledge or otherwise acquire, transfer or deal in or with bonds or obligations of, or shares, securities or interests in or issued by any person, government, governmental agency or political subdivision of government, and exercise all the rights, powers and privileges of ownership of such an interest, including the right to vote, if any.

3. Issue certificates evidencing membership and issue identity cards.

4. Make donations for the public welfare or for community funds, hospital, charitable, educational, scientific, civil, religious or similar purposes.

5. Levy dues, assessments and fees.

6. Purchase, take, receive, lease, take by gift, devise or bequest, or otherwise acquire, own, improve, use and otherwise deal in and with real or personal property, or any interest therein, wherever situated.

7. Carry on a business for profit and apply any profit that results from the business to any activity in which it may lawfully engage.

8. Participate with others in any partnership, joint venture or other association, transaction or arrangement of any kind, whether or not participation involves sharing or delegation of control with or to others.

9. Act as trustee under any trust incidental to the principal objects of the corporation, and receive, hold, administer, exchange and expend funds and property subject to the trust.

10. Pay reasonable compensation to officers, directors and employees, pay pensions, retirement allowances and compensation for past services, and establish incentive or benefit plans, trusts and provisions for the benefit of its officers, directors, employees, agents and their families, dependents and beneficiaries, and indemnify and buy insurance for a fiduciary of such a benefit or incentive plan, trust or provision.

11. Have one or more offices, and hold, purchase, mortgage and convey real and personal property in this State, and in any of the several states, territories, possessions and dependencies of the United States, the District of Columbia and any foreign countries.

12. Do everything necessary and proper for the accomplishment of the objects enumerated in its articles of incorporation, or necessary or incidental to the protection and benefit of the corporation, and, in general, to carry on any lawful business necessary or incidental to the attainment of the objects of the corporation, whether or not the business is similar in nature to the objects set forth in the articles of incorporation of the corporation, except that:

(a) A corporation does not, by any implication or construction, possess the power of issuing bills, notes or other evidences of debt for circulation of money; and

(b) This chapter does not authorize the formation of banking corporations to issue or circulate money or currency within this State, or outside of this State, or at all, except the federal currency, or the notes of banks authorized under the laws of the United States.

(Added to NRS by 1991, 1261)

NRS 82.136 Restrictions: Issuance of stock; pecuniary gain of members; distributions.

1. A corporation must not have or issue shares of stock.

2. A corporation must not be formed for a purpose involving pecuniary gain to its members.

3. A corporation must not distribute any gain, profits or dividends to any member, except as otherwise provided in this chapter or upon dissolution or final liquidation as provided in this chapter and in the corporation’s articles and bylaws.

(Added to NRS by 1991, 1270)

CORPORATE RECORDS

1. A corporation shall keep a copy of the following records at its registered office:

(a) A copy, certified by the Secretary of State, of its articles and all amendments thereto;

(b) A copy, certified by an officer of the corporation, of its bylaws and all amendments thereto;

(c) If the corporation has members, a members’ ledger or a duplicate members’ ledger, revised annually, containing the names, alphabetically arranged, of all persons who are members of the corporation, showing their places of residence, if known, and the class of membership held by each; or

(d) In lieu of the members’ ledger or duplicate members’ ledger specified in paragraph (c), a statement setting out the name of the custodian of the members’ ledger or duplicate members’ ledger, and the present and complete mailing or street address where the members’ ledger or duplicate members’ ledger specified in this section is kept.

2. A corporation must maintain the records required by subsection 1 in written form or in another form capable of conversion into written form within a reasonable time.

3. A director or any person who has been a member of record of a corporation for at least 6 months, or at least 5 percent of the members of the corporation, upon at least 5 days’ written demand, is entitled to inspect in person or by agent or attorney, during usual business hours, the members’ ledger or duplicate ledger, whether kept in the registered office or elsewhere as provided in paragraph (d) of subsection 1, and to make copies therefrom. Every corporation that neglects or refuses to keep the members’ ledger or duplicate copy thereof open for inspection, as required in this subsection, shall forfeit to the State the sum of $25 for every day of such neglect or refusal.

4. An inspection authorized by subsection 3 may be denied to a member or other person upon his refusal to furnish to the corporation an affidavit that the inspection is not desired for any purpose not relating to his interest as a member, including, but not limited to, those purposes set forth in subsection 6.

5. When the corporation keeps and maintains a statement in the manner provided for in paragraph (d) of subsection 1, the information contained thereon must be given to any director or member of such corporation as provided in subsection 2 when the demand is made during business hours. Every corporation that neglects or refuses to keep such statement available, as required in this subsection, shall forfeit to the State the sum of $25 for every day of such neglect or refusal.

6. It is a defense to any action to enforce the provisions of this section or for charges, penalties or damages under this section that the person suing has used or intends to use the list for any of the following purposes:

(a) To solicit money or property from the members unless the money or property will be used solely to solicit the votes of members;

(b) For any commercial purpose or purpose in competition with the corporation;

(d) For any other purpose not related to his interest as a member.

7. This section does not impair the power or jurisdiction of any court to compel the production for examination of the books of a corporation in any proper case.

8. In every instance where an attorney or other agent of the director or member seeks the right of inspection, the demand must be accompanied by a power of attorney signed by the director or member authorizing the attorney or other agent to inspect on behalf of the director or member.

9. The right to copy records under subsection 3 includes, if reasonable, the right to make copies by photographic, xerographic or other means.

10. The corporation may impose a reasonable charge, covering costs of labor, materials and copies of any records provided to the member or director.

(Added to NRS by 1991, 1265; A 2003, 3124)

NRS 82.186 Right of members and directors to inspect and copy records; denial of inspection; civil liability; defense to action for penalties or damages.

1. Any director or person authorized in writing by at least 15 percent of the members of the corporation upon at least 5 days’ written demand is entitled to inspect in person or by agent or attorney, during normal business hours, the books of account and all financial records of the corporation and to make extracts therefrom. The right of members and directors to inspect the corporate records may not be limited in the articles or bylaws of any corporation.

2. All costs for making extracts of records must be borne by the person exercising his rights under subsection 1.

3. The rights authorized by subsection 1 may be denied to a director or member upon his refusal to furnish the corporation an affidavit that such inspection, extracts or audit is not desired for any purpose not related to his interest in the corporation as a director or member. Any director or member or other person, exercising rights under subsection 1, who uses or attempts to use information, records or other data obtained from the corporation, for any purpose not related to his interest in the corporation as a director or member, is guilty of a gross misdemeanor.

4. A director or member who brings an action or proceeding to enforce any right under this section or to recover damages resulting from its denial:

(a) Is entitled to costs and reasonable attorney’s fees, if he prevails; or

(b) Is liable for such costs and fees, if he does not prevail, in the action or proceeding.

5. It is a defense to any action to enforce the provisions of this section or for damages or penalties under this section that the person seeking an inspection of the books of account and financial records, or extracts thereof, has used or intends to use any such accounts and records for any of the following reasons:

(a) For any commercial purpose or purpose in competition with the corporation;

(b) To sell to any person; or

6. The rights and remedies of this section are not available to members of any corporation that makes available at no cost to its members a detailed annual financial statement.

(Added to NRS by 1991, 1266; A 2003, 3125)

RESIDENT AGENT AND REGISTERED OFFICE; DIRECTORS AND OFFICERS

1. A corporation shall have a resident agent in the manner provided in NRS 78.090, 78.095, 78.097 and 78.110. The resident agent and the corporation shall comply with the provisions of those sections.

2. Upon notification from the Administrator of the Real Estate Division of the Department of Business and Industry that a corporation which is a unit-owners’ association as defined in NRS 116.011 has failed to register pursuant to NRS 116.31158 or failed to pay the fees pursuant to NRS 116.31155, the Secretary of State shall deem the corporation to be in default. If, after the corporation is deemed to be in default, the Administrator notifies the Secretary of State that the corporation has registered pursuant to NRS 116.31158 and paid the fees pursuant to NRS 116.31155, the Secretary of State shall reinstate the corporation if the corporation complies with the requirements for reinstatement as provided in this section and NRS 78.180 and 78.185.

3. A corporation is subject to the provisions of NRS 78.150 to 78.185, inclusive, except that:

(a) The fee for filing a list is $25;

(b) The penalty added for default is $50; and

(Added to NRS by 1991, 1263; A 1993, 993; 1997, 2811; 2003, 20th Special Session, 53)

NRS 82.196 Board of directors or trustees: Number and qualifications of members. Every corporation must be managed by a board of directors or trustees, all of whom must be at least 18 years of age. Every corporation must have at least one director or trustee. All corporations may provide in their articles or bylaws for a fixed number of directors or a variable number of directors within a fixed minimum and maximum, and for the manner in which the number of directors may be increased or decreased. Unless otherwise provided in the articles, directors need not be members. The articles or bylaws may provide that some or all the directors or trustees must be chosen by specified persons or by public officials.

(Added to NRS by 1991, 1267; A 1993, 996)

NRS 82.198 Board of directors or trustees: Selection of members when corporation owns or leases mobile home park.

1. Notwithstanding any provision of law to the contrary, if a corporation for public benefit owns or leases a mobile home park:

(a) The board of directors or trustees which controls the mobile home park must be selected as set forth in NRS 461A.215; and

(b) The provisions of NRS 461A.215 govern the operation of the corporation and the mobile home park.

2. As used in this section:

(a) “Board of directors or trustees which controls the mobile home park” has the meaning ascribed to it in NRS 461A.215.

(b) “Owns or leases a mobile home park” has the meaning ascribed to it in NRS 461A.215.

(Added to NRS by 2005, 1604)

NRS 82.201 Board of directors or trustees: General powers.

1. Subject only to such limitations as may be provided by this chapter, or the articles, the board of directors or trustees has full control over the affairs of the corporation.

2. Unless otherwise provided in the articles and subject to the bylaws adopted by the members, if any, directors may make the bylaws of the corporation.

(Added to NRS by 1991, 1267)

NRS 82.206 Committees of board of directors: Designation; powers; names; membership.

1. Unless otherwise provided in the articles or bylaws, the board of directors may designate one or more committees which, to the extent provided in the resolution or resolutions or in the bylaws, have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, and may have power to authorize the seal of the corporation to be affixed to all papers on which the corporation desires to place a seal.

2. The committee or committees may have such name or names as may be stated in the bylaws or as may be determined from time to time by resolution adopted by the board of directors.

3. Each committee must have at least one director. Unless it is otherwise provided in the articles or bylaws, the board of directors may appoint natural persons who are not directors to serve on the committees.

4. No such committee may:

(a) Amend, alter or repeal the bylaws;

(b) Elect, appoint or remove any member of any such committee or any director or officer of the corporation;

(d) Authorize the sale, lease or exchange of all of the property and assets of the corporation;

(e) Authorize the voluntary dissolution of the corporation or revoke proceedings therefor;

(f) Adopt a plan for the distribution of the assets of the corporation; or

(g) Amend, alter or repeal any resolution of the board of directors unless it provides by its terms that it may be amended, altered or repealed by a committee.

(Added to NRS by 1991, 1267)

NRS 82.211 Officers of corporation: Selection; terms; duties.

1. Every corporation must have a president or a chairman of the board, a secretary and a treasurer.

2. Every corporation may also have one or more vice presidents, assistant secretaries and assistant treasurers, and such other officers and agents as may be deemed necessary.

3. All officers must be natural persons and must be chosen in such manner, hold their offices for such terms and have such powers and duties as may be prescribed by the bylaws or determined by the board of directors.

4. An officer holds office after the expiration of his term until a successor is chosen or until his resignation or removal before the expiration of his term. A failure to elect officers does not require the corporation to be dissolved. Any vacancy occurring in an office of the corporation by death, resignation, removal or otherwise, must be filled as the bylaws provide, or in the absence of such a provision, by the board of directors.

5. Any natural person may hold two or more offices.

(Added to NRS by 1991, 1268; A 1993, 997)

NRS 82.216 Authority of directors and representatives of corporation.

1. The statement in the articles or bylaws of the objects, purposes, powers and authorized business of the corporation constitutes, as between the corporation and its directors, officers or members, an authorization to the directors and a limitation upon the actual authority of the representatives of the corporation. These limitations may be asserted in a proceeding by a director or a member entitled to vote for the election of directors or the Attorney General to enjoin the doing or continuation of unauthorized business by the corporation or its officers, or both, in cases where third parties have not acquired rights thereby, or to dissolve the corporation, or in a proceeding by the corporation, a director or a member entitled to vote for the election of directors suing in a representative suit against the officers or directors of the corporation for violation of their authority.

2. No limitation upon the business, purposes or powers of the corporation or upon the powers of the members, officers or directors, or the manner of exercise of such powers, contained in or implied by the articles or bylaws may be asserted as between the corporation, the directors or members and any third person.

3. Any contract or conveyance, otherwise lawful, made in the name of a corporation, which is authorized or ratified by the directors, or is done within the scope of the authority, actual or apparent, given by the directors, binds the corporation, and the corporation acquires rights thereunder, whether the contract is signed or is wholly or in part executory.

(Added to NRS by 1991, 1268; A 2003, 3126)

NRS 82.221 Directors and officers: Exercise of powers and performance of duties; personal liability.

1. Directors and officers shall exercise their powers in good faith and with a view to the interests of the corporation.

2. In performing their respective duties, directors and officers are entitled to rely on information, opinions, reports, books of account or statements, including financial statements and other financial data, that are prepared or presented by:

(a) One or more directors, officers or employees of the corporation reasonably believed to be reliable and competent in the matters prepared or presented;

(b) Counsel, public accountants or other persons as to matters reasonably believed to be within the preparer or presenter’s professional or expert competence; or

(c) A committee upon which the person relying thereon does not serve, established in accordance with NRS 82.206 as to matters within the committee’s designated authority and matters on which the committee is reasonably believed to merit confidence,

Ê but a director or officer is not entitled to rely on such information, opinions, reports, books of account or statements if he has knowledge concerning the matter in question that would cause reliance thereon to be unwarranted.

3. A director or officer must not be found to have failed to exercise his powers in good faith and with a view to the interests of the corporation unless it is proved by clear and convincing evidence that he has not acted in good faith and in a manner reasonably believed by him to be with a view to the interests of the corporation.

4. Except as otherwise provided in the articles of incorporation or NRS 82.136 and 82.536 and chapter 35 of NRS, no action may be brought against an officer or director of a corporation based on any act or omission arising from failure in his official capacity to exercise due care regarding the management or operation of the corporation unless the act or omission involves intentional misconduct, fraud or knowing violation of the law.

5. The articles of incorporation may impose greater liability on a director or officer of a corporation than that imposed by subsection 4.

(Added to NRS by 1991, 1269; A 1993, 997)

NRS 82.226 Restrictions on transactions involving interested directors or officers; compensation of directors.

1. No contract or other transaction between a corporation and one or more of its directors or officers, or between a corporation and any corporation, firm or association in which one or more of its directors or officers are directors or officers or are financially interested, is void or voidable solely for this reason or solely because any such director or officer is present at the meeting of the board of directors or a committee thereof which authorizes or approves the contract or transaction, or because the vote or votes of common or interested directors are counted for such purpose, if the circumstances specified in any of the following paragraphs exist:

(a) The fact of the common directorship, office or financial interest is disclosed or known to the board of directors or committee and noted in the minutes, and the board or committee authorizes, approves or ratifies the contract or transaction in good faith by a vote sufficient for the purpose without counting the vote or votes of the common or interested director or directors.

(b) The fact of the common directorship, office or financial interest is disclosed or known to the members, if any, and they approve or ratify the contract or transaction in good faith by a vote sufficient for the purpose. The votes of the common or interested directors or officers must be counted in any such vote of members.

(c) The fact of the common directorship or financial interest is not disclosed or known to the director or officer at the time the transaction is brought before the board of directors of the corporation for action.

(d) The contract or transaction is fair as to the corporation at the time it is authorized or approved.

2. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or a committee thereof which authorizes, approves or ratifies a contract or transaction, and if the votes of the common or interested directors are not counted at the meeting, then a majority of the disinterested directors may authorize, approve or ratify a contract or transaction.

3. Unless otherwise provided in the articles or the bylaws, the board of directors may fix the compensation of directors for services in any capacity.

(Added to NRS by 1991, 1269; A 1993, 998, 999)

MEMBERS

NRS 82.231 Powers of corporation; classes, qualifications and rights of members; term of membership.

1. A corporation may have one or more classes of members or may have no members. In the absence of a provision in its articles or bylaws providing for members, a corporation has no members.

2. A corporation may admit any person as a member. The articles or bylaws may establish criteria or procedures for admission. A person may not be admitted as a member without his express or implied consent. For the purposes of this subsection and unless otherwise provided in a corporation’s articles or bylaws, consent includes, but is not limited to:

(a) Contracting for or acceptance of products or services from the corporation;

(b) Acceptance of benefits of membership knowing that the benefits are available only to members; or

Ê If the articles or bylaws provide that a person who contributes to the corporation is a member, a contribution is consent.

3. Except as provided in its articles or bylaws, a corporation may admit members for no consideration or for consideration, as is determined by the board.

4. Members are of one class unless the articles establish, or authorize the board or members to establish, more than one class. Members are entitled to vote and have equal rights and preferences in matters not otherwise provided for by the board or members, unless and to the extent that the articles or bylaws have fixed or limited the rights and preferences of members or different classes of members or provide for nonvoting members. The articles or bylaws may fix the term of membership.

5. A corporation may issue certificates showing membership in the corporation.

(Added to NRS by 1991, 1270)

NRS 82.236 Transfer of membership.

1. Except as otherwise provided in the articles or bylaws, a member of a corporation may not transfer a membership or a right arising from it.

2. Where rights of transfer have been provided, a restriction on them is not binding with respect to a member holding a membership issued before the adoption of the restriction unless the restriction is approved by the members and the affected member.

(Added to NRS by 1991, 1271)

NRS 82.241 Personal liability of members; imposition of dues, assessments or fees.

1. A member of a corporation is not, as such, personally liable for the acts, debts, liabilities or obligations of the corporation.

2. When authority to do so is conferred by the articles or bylaws and subject to any limitations contained in the articles or bylaws, a corporation may levy dues, assessments or fees upon its members. The dues, assessments or fees may be imposed upon all classes of members alike or differently upon different classes of members. Members of one or more classes may be exempted.

3. A corporation in its articles or bylaws may:

(a) Fix the amount of the levy and the method of collection of dues, assessments or fees; or

(b) Authorize the directors to fix the amount from time to time and determine the methods of collection.

4. A corporation in its articles and bylaws may provide for:

(a) The enforcement or collection of dues, assessments or fees;

(b) The cancellation of membership, on reasonable notice, for nonpayment of dues, assessments or fees; and

(Added to NRS by 1991, 1271)

NRS 82.246 Resignation.

1. Except as otherwise provided in subsection 2, and unless otherwise provided in its articles or bylaws, a member of a corporation may resign at any time. The resignation of a member does not relieve the member from any obligations he may have to the corporation for dues, assessments or fees or charges for goods or services. No member may avoid liability for dues, assessments, fees or charges by resigning if the member owes them as a condition of or by reason of the ownership of an interest in real property.

2. Unless otherwise provided in its articles or bylaws, no member of a corporation, including, but not limited to, a cooperative corporation, which supplies services described in chapter 704 of NRS to its members only, and no person who is a member of a corporation as a condition of or by reason of the ownership of an interest in real property, may resign pursuant to subsection 1.

(Added to NRS by 1991, 1271)

NRS 82.251 Expulsion of member; suspension or termination of membership.

1. A member may not be expelled or suspended, and a membership may not be terminated or suspended, except pursuant to a procedure that is fair and reasonable and is carried out in good faith. This section does not apply to the termination of a membership at the end of a fixed term.

2. A procedure is fair and reasonable when it is fair and reasonable taking into consideration all of the relevant facts and circumstances. In addition, a procedure is fair and reasonable if it provides:

(a) Not less than 15 days’ prior written notice of the expulsion, suspension or termination, and the reasons for it; and

(b) An opportunity for the member to be heard, orally or in writing, not less than 5 days before the effective date of the expulsion, suspension or termination by a person authorized to decide that the proposed expulsion, termination or suspension not take place.

3. A proceeding challenging an expulsion, suspension or termination, including a proceeding in which defective notice is alleged, must be begun within 1 year after the effective date of the expulsion, suspension or termination.

4. The expulsion or suspension of a member, or termination of a membership, does not relieve the member from obligations he may have to the corporation for dues, assessments or fees or charges for goods or services.

(Added to NRS by 1991, 1272)

NRS 82.256 Purchase of membership by corporation. If authorized in its articles or bylaws, a corporation may buy the membership of a member who resigns or whose membership is terminated, for the amount and pursuant to the conditions in the articles or bylaws.

(Added to NRS by 1991, 1272)

NRS 82.261 Delegates. A corporation may provide in its articles or bylaws for delegates having some or all the authority of members. The articles or bylaws may set forth provisions relating to:

1. The characteristics, qualifications, rights and limitations of representation, the geographical areas or districts delegates may represent, and the obligations of the delegates, including their selection and removal;

2. Calling, giving notice of, holding, and conducting meetings of delegates; and

3. Carrying on corporate activities during and between meetings of delegates.

(Added to NRS by 1991, 1272)

MEETINGS, ELECTIONS, VOTING AND NOTICE

NRS 82.266 Place of members’, delegates’ and directors’ meetings. Meetings of members, if any, delegates, if any, and directors of any corporation may be held within or without this State, in the manner provided by the articles or bylaws of the corporation. The articles or bylaws may designate any place or places where the members’ or directors’ meetings may be held.

(Added to NRS by 1991, 1272)

NRS 82.271 Meetings of board of directors or delegates: Quorum; consent to action taken without meeting; participation by telephone or similar method.

1. Unless the articles or the bylaws provide for a different proportion, a majority of the board of directors or delegates of the corporation, at a meeting duly assembled, is necessary to constitute a quorum for the transaction of business at their respective meetings, and the act of a majority of the directors or delegates present at a meeting at which a quorum is present is the act of the board of directors or delegates.

2. Unless otherwise restricted by the articles or bylaws, any action required or permitted to be taken at any meeting of the board of directors or the delegates or of any committee thereof may be taken without a meeting if, before or after the action, a written consent thereto is signed by a majority of the board of directors or the delegates or of such committee. If the vote of a different proportion of the directors or delegates is required for an action, then the different proportion of written consents is required.

3. Unless otherwise restricted by the articles or bylaws, members of the board of directors, the delegates or any committee designated by the board or the delegates may participate in a meeting by means of a telephone conference or similar method of communication by which all persons participating in the meeting can hear each other. Participating in a meeting pursuant to this subsection constitutes presence in person at the meeting.

(Added to NRS by 1991, 1272; A 1993, 1000; 1997, 711)

NRS 82.276 Consent of members in lieu of meeting.

1. Unless otherwise provided in the articles or bylaws, any action which may be taken by the vote of members at a meeting may be taken without a meeting if authorized by the written consent of members holding at least a majority of the voting power, except that:

(a) If any greater proportion of voting power is required for such an action at a meeting, then the greater proportion of written consents is required; and

(b) This general provision for action by written consent does not supersede any specific provision for action by written consent contained in this chapter.

2. In no instance where action is authorized by written consent need a meeting of members be called or notice given.

3. Unless otherwise restricted by the articles or bylaws, members may participate in a meeting by means of a telephone conference or similar method of communication by which all persons participating in the meeting can hear each other. Participating in a meeting pursuant to this subsection constitutes presence in person at the meeting.

(Added to NRS by 1991, 1273; A 1993, 1000; 1997, 712)

NRS 82.281 Actions at meetings not regularly called: Consent, ratification and approval.

1. Whenever all persons entitled to vote at any meeting, whether of directors, trustees, delegates or members, consent by:

(a) A writing on the records of the meeting or filed with the secretary;

(b) Presence at the meeting and oral consent entered on the minutes; or

Ê the actions taken at the meeting are as valid as if they had been taken at a meeting which was regularly called after notice was given.

2. At the meeting any business may be transacted which is not excepted from the written consent or to the consideration of which no objection for want of notice is made at the time.

3. If any meeting is irregular for want of notice or of consent, if a quorum was present at the meeting, the proceedings of the meeting may be ratified and approved and rendered likewise valid and the irregularity or defect waived by a writing signed by all persons having the right to vote at the meeting.

4. Unless otherwise provided in the articles or bylaws, the consent or approval of delegates or members may be by proxy or attorney, but all such proxies and powers of attorney must be in writing.

(Added to NRS by 1991, 1273)

NRS 82.286 Election of directors and delegates; classification of directors.

1. If a corporation has members entitled to vote for the election of directors, or for the election of delegates who vote for the election of directors, unless elected pursuant to NRS 82.271 or 82.276, and subject to subsection 2, the directors or delegates of every corporation must be chosen at the annual meeting of the members or delegates, to be held on a date and at a time and in the manner provided for in the bylaws, by a plurality of the votes cast at the election. If for any reason the directors are not elected pursuant to NRS 82.271 or 82.276 or at the annual meeting of the members or delegates, they may be elected at any special meeting of the members which is called and held for that purpose.

2. The articles or bylaws may provide for the classification of directors as to their respective terms of office, their election by one or more authorized classes or series of members or delegates, their election by members or delegates in geographic areas, districts or precincts, and their election annually by ballot instead of at an annual meeting.

(Added to NRS by 1991, 1274; A 1993, 1000)

NRS 82.291 Meetings of members or delegates: Quorum. Unless otherwise provided in the articles or bylaws, a quorum for a meeting of members is 10 percent of the voting power of the members entitled to vote and a quorum for a meeting of delegates is a majority of the voting power of the delegates. An amendment to the bylaws to increase the quorum required for any action by the members or delegates must be approved by the members.

(Added to NRS by 1991, 1274; A 1993, 1001)

NRS 82.296 Directors: Removal; filling of vacancies.

1. Any director may be removed from office by the vote of members, if any, representing not less than a majority of the voting power of the members entitled to vote for the election of the director being removed or a majority of the voting power of the members entitled to vote for delegates who vote for the election of the director being removed, but:

(a) In case of corporations which have provided in their articles or bylaws for the election of directors by cumulative voting, no director may be removed from office under the provisions of this section except upon the vote of members holding sufficient voting power to have prevented his election to office in the first instance; and

(b) The articles or bylaws may require the concurrence of a larger percentage of the members entitled to voting power in order to remove a director.

2. If there are no members entitled to vote for the election of directors or entitled to vote for delegates who vote for the election of directors, any director may be removed from office by a majority vote of those directors entitled to vote for the director being removed.

3. Except as otherwise provided in the articles or bylaws, a director appointed by public officials or other persons specified in the articles or bylaws may be removed with or without cause by a written notice from the person or public official who appointed the director being removed, delivered to the chairman of the board or president of the corporation. The vacancy created may be filled by that public officer or other person.

4. Except as provided in subsection 3, all vacancies, including those caused by an increase in the number of directors, may be filled by a majority of the remaining directors, though less than a quorum, unless it is otherwise provided in the articles or bylaws.

5. Unless otherwise provided in the articles or bylaws, when one or more directors give notice of his or their resignation to the board, effective at a future date, the board may fill the vacancy or vacancies to take effect when the resignation or resignations become effective. Each director so appointed holds office during the remainder of the term of office of the resigning director or directors.

(Added to NRS by 1991, 1274)

NRS 82.301 Effect of failure to elect director on designated day. If the directors are not elected on the day designated for the purpose, the corporation is not for that reason dissolved, but every director continues to hold his office and shall discharge his duties until his successor has been elected.

(Added to NRS by 1991, 1275)

NRS 82.306 Election of directors by order of court upon failure of regular election.

1. If any corporation fails to elect directors within 18 months after the last election of directors required by NRS 82.286, the district court has jurisdiction in equity, upon application of any one or more of the members of the corporation representing 10 percent of the voting power of the members entitled to vote for the election of directors or for the election of delegates who are entitled to elect directors, or 50 members, whichever is less, to order the election of directors as required by NRS 82.286.

2. The application must be made by petition filed in the county where the registered office of the corporation is located and must be brought on behalf of all members desiring to be joined therein. Such notice must be given to the corporation and the members as the court may direct.

(Added to NRS by 1991, 1275; A 1993, 1001)

NRS 82.311 Provisional director: Appointment; qualifications; rights and powers; removal.

1. Any director or one-third of the members may apply to the district court to appoint one person to be a provisional director when the business of the corporation is suffering or is threatened with irreparable injury because the directors are so divided respecting the management of the affairs of the corporation that the required vote for action by the board of directors cannot be obtained and the members, if any, are unable to terminate this division.

2. A provisional director must be an impartial person, who is neither a member nor a creditor of the corporation, nor related by consanguinity or affinity within the third degree according to the common law to any of the other directors of the corporation. A provisional director has all the rights and powers of a director until the provisional director is removed by order of the court or by approval of one-third of the members, if any, or majority of the directors, not counting the provisional director. The provisional director is entitled to compensation as fixed by the court unless otherwise agreed with the corporation.

(Added to NRS by 1991, 1275)

NRS 82.316 Determination of members entitled to notice of and to vote at meeting; fixing of date when members entitled to give consent in lieu of meeting.

1. Unless contrary provisions are contained in the articles or bylaws, the directors may prescribe a period not exceeding 60 days before any meeting of the members during which no transfer of memberships on the books of the corporation may be made, or may fix a day not more than 60 days before the holding of any meeting of members as the day as of which members entitled to notice of and to vote at the meeting must be determined. Only members of record on that day are entitled to notice or to vote at the meeting.

2. The directors may adopt a resolution prescribing a date upon which the members of record are entitled to give written consent pursuant to NRS 82.276. The date prescribed by the directors may not precede nor be more than 10 days after the date the resolution is adopted by the directors. If the directors do not adopt a resolution prescribing a date upon which the members of record are entitled to give written consent pursuant to NRS 82.276 and:

(a) No prior action by the directors is required by this chapter, the date is the first date on which a valid written consent is delivered in accordance with the provisions of NRS 82.276.

(b) Prior action by the directors is required by this chapter, the date is at the close of business on the day on which the directors adopt the resolution taking the required action.

(Added to NRS by 1991, 1275)

NRS 82.321 Members’ proxies.

1. At any meeting of the members of any corporation, any member may designate another person or persons to act as a proxy or proxies. If a member 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, have and may exercise all of the powers conferred by the member upon all of the persons so designated unless the member provides otherwise.

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

(a) A member may sign a writing authorizing another person or persons to act for him as proxy.

(b) A member may authorize another person or persons to act for him as proxy by transmitting or authorizing the transmission of a telegram, cablegram or other means of electronic transmission to the person who will be the holder of the proxy or to a firm which solicits proxies, or like agent authorized by the person who will be the holder of the proxy to receive the transmission. Any such telegram, cablegram or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the member. If it is determined that the telegram, cablegram or other electronic transmission is valid, the persons appointed by the corporation to count the votes of members 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 telecopier, or other reliable reproduction of the writing or transmission created pursuant to subsection 2 may be substituted for the original writing or transmission for any purpose for which the original writing or transmission could be used, if the copy, communication by telecopier, or other reproduction is a complete reproduction of the entire original writing or transmission.

4. No such proxy is valid after the expiration of 6 months from the date of its creation, unless coupled with an interest, or unless the member 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 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 members and determine the validity of proxies and ballots.

(Added to NRS by 1991, 1276; A 2003, 3127)

NRS 82.326 Action of members by written ballot in lieu of meeting.

1. Except as otherwise provided in subsection 5 and unless prohibited or limited by the articles or bylaws, an action that may be taken at a regular or special meeting of members, including the election of directors, may be taken without a meeting if the corporation mails or delivers a written ballot to every member entitled to vote on the matter.

2. A written ballot must:

(a) Set forth each proposed action or candidate; and

(b) Provide an opportunity to vote for or against each proposed action.

3. Approval by written ballot under this section is valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

4. Solicitations for votes by written ballot must:

(a) Indicate the number of responses needed to meet the requirement of a quorum;

(b) State the percentage of approvals necessary to approve each matter other than election of directors; and

5. Except as otherwise provided in the articles or bylaws, a written ballot may not be revoked.

6. Nothing in this section shall be construed to restrict the rights of a corporation to act as provided in NRS 82.276.

(Added to NRS by 1991, 1277; A 2003, 3127)

NRS 82.331 Cumulative voting. The articles or bylaws of any corporation may provide that at all elections of directors of the corporation each member having a right to elect directors at the meeting is entitled to as many votes as equal the number of his memberships multiplied by the number of directors to be elected, and that he may cast all of his membership votes for a single director or may distribute them among the number to be voted for or any two or more of them, as he may see fit. In order to exercise the right of cumulative voting, one or more of the members calling or requesting a vote by cumulative voting must give notice before the vote to the president or secretary of the corporation that the member desires that the voting for the election of directors be cumulative.

(Added to NRS by 1991, 1277)

NRS 82.336 Delegates and members: Special meetings; notices.

1. A corporation having members entitled to vote on the matter involved must hold a special meeting of delegates or members if:

(a) The board of directors or persons authorized to do so by the articles or bylaws demand such a meeting; or

(b) At least 5 percent of the members demand such a meeting.

Ê The demand must state the purpose for the meeting. Those making the demand on the corporation must sign, date and deliver their demand to the president, chairman of the board or the treasurer of the corporation. The corporation must then immediately give notice of a special meeting of delegates or members as set forth in subsections 2 to 7, inclusive.

2. Whenever under the provisions of this chapter delegates or members are required or authorized to take any action at a meeting, the notice of the meeting must be in writing and signed by the president or the chairman of the board or a vice president, or the secretary, or an assistant secretary, or by such other person or persons as the bylaws may prescribe or permit or the directors designate.

3. The notice must state the purpose or purposes for which the meeting is called and the time when, and the place, which may be within or without this State, where it is to be held.

4. A copy of the notice must be delivered personally, or must be mailed postage prepaid, to each delegate or member, as the case may be, entitled to vote at the meeting not less than 10 nor more than 60 days before such meeting. If mailed, it must be directed to the person at his address as it appears upon the records of the corporation. Upon the mailing of any notice the service thereof is complete, and the time of the notice begins to run from the date upon which the notice is deposited in the mail for transmission to the person. Personal delivery of the notice to any officer of a corporation or association, or to any member of a partnership, constitutes delivery of the notice to the corporation, association or partnership.

5. The articles or bylaws may require that the notice be also published in one or more newspapers.

6. Notice duly delivered or mailed to a delegate or member in accordance with the provisions of this section and the provisions, if any, of the articles or bylaws is sufficient, and in the event of the transfer of a membership after the delivery or mailing and before the holding of the meeting it is not necessary to deliver or mail notice of the meeting to the transferee.

7. Any delegate or member may waive notice of any meeting by a writing signed by him, or his duly authorized attorney, either before or after the meeting.

8. Unless otherwise provided in the articles or bylaws, whenever notice is required to be given, under any provision of this chapter or the articles or bylaws of any corporation, to any member to whom notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting to him during the period between those two consecutive annual meetings, have been mailed addressed to him at his address as shown on the records of the corporation and have been returned undeliverable, the giving of further notices to him is not required. Any action or meeting taken or held without notice to that person has the same force and effect as if the notice had been given. If any such person delivers to the corporation a written notice setting forth his current address, the requirement that notice be given to him is reinstated. If the action taken by the corporation is such as to require the filing of a certificate under any of the other sections of this title, the certificate need not state that notice was not given to persons to whom notice was not required to be given pursuant to this subsection.

(Added to NRS by 1991, 1277; A 1993, 1001)

NRS 82.341 Waiver of notice. Whenever any notice is required to be given under the provisions of this chapter, a waiver thereof in writing, signed by the person or persons entitled to the notice, whether before or after the time stated therein, is equivalent thereto.

(Added to NRS by 1991, 1278)

AMENDMENT AND RESTATEMENT OF ARTICLES OF INCORPORATION

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Chapter 82 — Nonprofit Corporations

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