2005 Nevada Revised Statutes - Chapter 82 — Nonprofit Corporations

CHAPTER 82 - NONPROFIT CORPORATIONS

GENERAL PROVISIONS

NRS 82.006 Definitions.

NRS 82.011 Articlesof incorporation and articles defined.

NRS 82.016 Corporationdefined.

NRS 82.021 Corporationfor public benefit defined.

NRS 82.026 Directorsand trustees defined.

NRS 82.031 Memberdefined.

NRS 82.036 Receiverdefined.

NRS 82.038 Recorddefined.

NRS 82.041 Registeredoffice defined.

NRS 82.042 Signdefined.

NRS 82.043 Signaturedefined.

NRS 82.044 Streetaddress defined.

NRS 82.046 Constructionof chapter.

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

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

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

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

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

NRS 82.071 Limitationson eligibility to organize under chapter.

NRS 82.076 Effectof amendment or repeal of chapter; chapter is part of corporations charter.

FORMATION

NRS 82.081 Filingrequirements.

NRS 82.086 Articlesof incorporation: Required provisions.

NRS 82.091 Articlesof incorporation: Optional provisions.

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

NRS 82.101 Nameof corporation: Reservation; injunctive relief.

NRS 82.106 Articlesof incorporation: Prohibited names and businesses; certification requiredbefore filing of certain articles or amendments.

NRS 82.111 Commencementof corporate existence.

NRS 82.116 Acceptableevidence of incorporation.

POWERS

NRS 82.121 Generalpowers.

NRS 82.126 Adoptionand use of corporate seal or stamp.

NRS 82.131 Specificpowers.

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

CORPORATE RECORDS

NRS 82.181 Maintenanceof records at registered office; inspection and copying of records; civilliability; penalties; denial of request for inspection of records; defense toaction for penalties or damages; authority of court to compel production ofrecords.

NRS 82.186 Rightof 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 Residentagent required; applicable law regarding resident agent and registered office;applicable law regarding annual list and defaulting corporations; default andreinstatement of corporation which is unit-owners association; fees.

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

NRS 82.198 Boardof directors or trustees: Selection of members when corporation owns or leasesmobile home park.

NRS 82.201 Boardof directors or trustees: General powers.

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

NRS 82.211 Officersof corporation: Selection; terms; duties.

NRS 82.216 Authorityof directors and representatives of corporation.

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

NRS 82.226 Restrictionson transactions involving interested directors or officers; compensation ofdirectors.

MEMBERS

NRS 82.231 Powersof corporation; classes, qualifications and rights of members; term ofmembership.

NRS 82.236 Transferof membership.

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

NRS 82.246 Resignation.

NRS 82.251 Expulsionof member; suspension or termination of membership.

NRS 82.256 Purchaseof membership by corporation.

NRS 82.261 Delegates.

MEETINGS, ELECTIONS, VOTING AND NOTICE

NRS 82.266 Placeof members, delegates and directors meetings.

NRS 82.271 Meetingsof board of directors or delegates: Quorum; consent to action taken withoutmeeting; participation by telephone or similar method.

NRS 82.276 Consentof members in lieu of meeting.

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

NRS 82.286 Electionof directors and delegates; classification of directors.

NRS 82.291 Meetingsof members or delegates: Quorum.

NRS 82.296 Directors:Removal; filling of vacancies.

NRS 82.301 Effectof failure to elect director on designated day.

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

NRS 82.311 Provisionaldirector: Appointment; qualifications; rights and powers; removal.

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

NRS 82.321 Membersproxies.

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

NRS 82.331 Cumulativevoting.

NRS 82.336 Delegatesand members: Special meetings; notices.

NRS 82.341 Waiverof notice.

AMENDMENT AND RESTATEMENT OF ARTICLES OF INCORPORATION

NRS 82.346 Amendmentof articles before first meeting of directors.

NRS 82.351 Amendmentof articles: Scope of amendments.

NRS 82.356 Amendmentof articles: Procedure.

NRS 82.371 Restatementof articles.

SALE OF ASSETS; VOLUNTARY DISSOLUTION

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

NRS 82.446 Voluntarydissolution at request of members.

NRS 82.451 Voluntarydissolution by directors and members or by directors alone; directors to act astrustees for liquidation and winding up of corporate affairs.

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

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

INSOLVENCY; INVOLUNTARY DISSOLUTION

NRS 82.466 Reorganizationunder federal law.

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

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

NRS 82.481 Authorityof court to reconvey property back to or dissolve corporation.

NRS 82.486 Involuntarydissolution: Authority and grounds for application.

NRS 82.491 Involuntarydissolution: Appointment of receiver; powers and duties of receiver; authorizedrelief.

NRS 82.496 Involuntarydissolution: General powers of court.

NRS82.501 Limitation on time for creditors claims; notice tocreditors.

NRS 82.506 Presentationof creditors claims; examination of creditors and witnesses.

NRS82.511 Abatement of actions against receivers.

NRS 82.516 Paymentof creditors and distribution of surplus.

NRS82.521 Employees liens for wages.

FOREIGN NONPROFIT CORPORATIONS

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

NRS 82.5231 Certificateof authorization to transact business.

NRS 82.5233 Addressesof officers required; failure to file.

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

NRS 82.5236 Defaultingcorporations: Duties of Secretary of State.

NRS 82.5237 Defaultingcorporations: Conditions and procedure for reinstatement.

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

MISCELLANEOUS PROVISIONS

NRS 82.525 Formrequired for filing of records.

NRS 82.526 Corporaterecords: Microfilming; imaging; return.

NRS 82.528 Filingof records written in language other than English.

NRS 82.531 Fees.

NRS 82.533 Procedureto submit replacement page to Secretary of State before actual filing ofrecord.

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

NRS 82.536 AttorneyGeneral: Examination of corporate affairs; powers of enforcement.

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

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

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GENERAL PROVISIONS

NRS 82.006 Definitions. As used in this chapter, unless the context otherwiserequires, the words and terms defined in NRS82.011 to 82.044, inclusive, havethe meanings ascribed to them in those sections.

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

NRS 82.011 Articlesof incorporation and articles defined. Articlesof incorporation and articles are synonymous terms and, unless the contextotherwise requires, include all certificates filed pursuant to NRS 82.081, 82.346, 82.356and 82.371 and any articles of mergerfiled 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 Corporationdefined. Unless the context otherwiserequires, corporation means a corporation organized or governed by this chapter.

(Added to NRS by 1991, 1256)

NRS 82.021 Corporationfor public benefit defined. Corporation forpublic benefit is a corporation formed or existing pursuant to this chapterthat:

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

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

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

NRS 82.026 Directorsand trustees defined. Directors and trusteesare synonymous terms.

(Added to NRS by 1991, 1256)

NRS 82.031 Memberdefined. Unless otherwise provided in thearticles or bylaws, the word member means, without regard to what a person iscalled in the articles or bylaws, any person who on more than one occasion hasthe right pursuant to the articles or bylaws to vote for the election of adirector or directors. A person is not a member by virtue of any rights he hasas a delegate or director or any rights he has to designate a director or directors.

(Added to NRS by 1991, 1256)

NRS 82.036 Receiverdefined. Receiver includes receivers andtrustees appointed as provided in this chapter and chapter32 of NRS.

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

NRS 82.038 Recorddefined. Record means information that is inscribedon a tangible medium or that is stored in an electronic or other medium and isretrievable in perceivable form.

(Added to NRS by 2003, 3121)

NRS 82.041 Registeredoffice defined. Registered office of acorporation means the office maintained at the street address of its residentagent.

(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 Signaturedefined. Signature means a name, word,symbol or mark executed or otherwise adopted, or a record encrypted orsimilarly processed in whole or in part, by a person with the present intent toidentify himself and adopt or accept a record. The term includes, withoutlimitation, an electronic signature as defined in NRS 719.100.

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

NRS 82.044 Streetaddress defined. Street address of aresident agent means the actual physical location in this State at which aresident agent is available for service of process.

(Added to NRS by 1999, 1601)

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

(Added to NRS by 1991, 1256)

NRS 82.051 Applicabilityof 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 afterOctober 1, 1991, pursuant to the provisions of this chapter.

(b) Corporations existing on October 1, 1991, whichwere organized pursuant to the following repealed statutes as they existed onSeptember 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 areinconsistent with the provisions of this chapter, corporations existing onOctober 1, 1991, which were organized pursuant to:

(1) NRS81.170 to 81.270, inclusive; and

(2) NRS81.410 to 81.540, inclusive.

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

(1) Which seek to renew or revive a charterwhich was revoked on or before October 1, 1991, in the manner provided in thischapter; or

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

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

2. The existence of a corporation described inparagraphs (b) to (e), inclusive, of subsection 1 formed or existing beforeOctober 1, 1991, and any liability, cause of action, right, privilege orimmunity validly existing in favor of or against any such corporation onOctober 1, 1991, are not affected, abridged, taken away or impaired by thischapter, or by any change in the requirements for the formation of corporationsprovided by this chapter, or by the amendment or repeal of any laws under whichthe corporation was formed or created.

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

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

1. If there are members or stockholders entitled tovote thereon, the board of directors must adopt a resolution recommending thatthe corporation accept this chapter and adopt new articles of incorporationconforming to this chapter and any other statutes pursuant to which thecorporation may have been organized and directing that the question of suchacceptance and adoption be submitted to a vote at an annual or special meeting ofthe members or stockholders entitled to vote thereon. Written notice statingthat the purpose, or one of the purposes, of the meeting is to considerelecting to accept this chapter and adopting new articles of incorporation mustbe given to each member and stockholder entitled to vote at the meeting, withinthe time and in the manner provided in this chapter for the giving of notice ofmeetings of members. The election to accept this chapter and adopt new articlesof incorporation require for adoption at least a majority of the votes whichthe members or stockholders present at the meeting in person or by proxy areentitled to cast.

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

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

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

1. A certificate of election to accept this chapterpursuant to NRS 82.056 must be signed byan officer of the corporation and must set forth:

(a) The name of the corporation.

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

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

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

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

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

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

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

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

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

1. The board of directors of a corporation withoutshares of stock which was organized before October 1, 1991, pursuant to anyprovision of chapter 81 of NRS or apredecessor statute and whose permissible term of existence as stated in the articlesof incorporation has expired, may, within 10 years after the date of theexpiration of its existence, elect to revive its charter and accept thischapter by adopting a resolution reviving the expired charter and adopting newarticles of incorporation conforming to this chapter and any other statutespursuant to which the corporation may have been organized. The new articles ofincorporation need not contain the names, addresses, signatures oracknowledgments of the incorporators.

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

(a) The name of the corporation.

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

(c) A statement by the corporation that since theexpiration of its charter it has remained organized and continued to carry onthe activities for which it was formed and authorized by its original articlesof incorporation and amendments thereto, and desires to continue throughrevival its existence pursuant to and subject to the provisions of thischapter.

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

(e) A statement setting forth the date of the meetingof 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 adoptionwere authorized by a majority vote of the directors present at the meeting.

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

4. The new articles of incorporation become effectiveon the date of filing the certificate. The corporations existence continuesfrom the date of expiration of the original term, with all the corporationsrights, franchises, privileges and immunities and subject to all its existingand preexisting debts, duties and liabilities.

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

NRS 82.066 Electionof existing and expired corporation to accept chapter: Effect. Upon filing a certificate of acceptance, the election of acorporation to accept this chapter is effective and the corporation has thepowers and privileges and is subject to the duties, restrictions, penalties andliabilities given to and imposed upon the corporation by this chapter and byany other statutes pursuant to which it was created. The articles ofincorporation attached to the certificate are thereafter the articles ofincorporation of the corporation. The holders of shares of stock issued by thecorporation are thereafter members of the corporation with one vote for eachshare of stock so surrendered, unless the articles so adopted and attached tothe certificate provide otherwise.

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

NRS 82.071 Limitationson eligibility to organize under chapter. No insurancecompany, stock fire insurance company, surety company, express company, trustcompany, stock savings and loan association, or corporation organized for thepurpose of conducting a banking business may be organized under this chapter.

(Added to NRS by 1991, 1258)

NRS 82.076 Effectof amendment or repeal of chapter; chapter is part of corporations charter. Every corporation created under this chapter, or availingitself of any of the provisions of this chapter, and all members and delegatesof the corporation are bound by any amendment of this chapter in the future,including the repeal of any provisions. The amendment or repeal of theseprovisions does not take away or impair any remedy against any corporation, orits officers, for any liability previously incurred. This chapter, and allamendments thereof, are a part of the charter of every corporation, except sofar as they are inapplicable or inappropriate to the objects of thecorporation.

(Added to NRS by 1991, 1258)

FORMATION

NRS 82.081 Filingrequirements.

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

(a) Signing and filing in the Office of the Secretaryof 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 Secretaryof State.

2. The Secretary of State shall require articles ofincorporation to be in the form prescribed by NRS82.086. If any articles are defective in this respect, the Secretary ofState shall return them for correction.

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

NRS 82.086 Articlesof incorporation: Required provisions. Thearticles of incorporation must set forth:

1. The name of the corporation. A name appearing to bethat of a natural person and containing a given name or initials must not beused as a corporate name except with an additional word or words such asIncorporated, 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 corporationsresident agent, his street address where he maintains an office for service ofprocess, 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 purposesproposed to be transacted, promoted or carried on by the corporation. It issufficient to state, either alone or with other purposes, that the corporationmay engage in any lawful activity, subject to expressed limitations, if any.Such a statement makes all lawful activities within the objects or purposes ofthe corporation.

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

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

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

NRS 82.091 Articlesof incorporation: Optional provisions. Thearticles of incorporation may also contain:

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

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

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

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

5. Any provision, not contrary to the laws of thisState, for the management of the business and for the conduct of the affairs ofthe corporation, and any provision creating, defining, limiting or regulatingthe 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, ordirectors, or the holders of bonds or other obligations of the corporation.

(Added to NRS by 1991, 1259)

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

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

2. For the purposes of this section and NRS 82.101, a proposed name is notdistinguishable from a name on file or reserved name solely because one or theother contains distinctive lettering, a distinctive mark, a trademark or atrade name, or any combination of these.

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

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

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

NRS 82.101 Nameof 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 availableunder NRS 82.096 for the use of anyproposed corporation. During the period, a name so reserved is not availablefor use or reservation by any other artificial person forming, organizing,registering or qualifying in the Office of the Secretary of State pursuant tothe provisions of this title without the written, acknowledged consent of theperson at whose request the reservation was made.

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

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

NRS 82.106 Articlesof incorporation: Prohibited names and businesses; certification requiredbefore filing of certain articles or amendments.

1. The Secretary of State shall not accept for filingpursuant to this chapter any articles of incorporation or any certificate ofamendment of articles of incorporation of any corporation formed or existingpursuant to this chapter if the name of the corporation contains the wordstrust, engineer, engineered, engineering, professional engineer orlicensed engineer.

2. The Secretary of State shall not accept for filingany articles of incorporation or any certificate of amendment of articles ofincorporation of any corporation formed or existing under this chapter when itappears from the articles or the certificate of amendment that the business tobe carried on by the corporation is subject to supervision by the Commissionerof Insurance.

3. The Secretary of State shall not accept for filingpursuant to this chapter any articles of incorporation or any certificate ofamendment of articles of incorporation of any corporation formed or existingpursuant to this chapter if the name of the corporation contains the wordaccountant, accounting, accountancy, auditor or auditing.

4. The Secretary of State shall not accept for filingany articles of incorporation or any certificate of amendment of articles ofincorporation of any corporation formed or existing pursuant to the laws ofthis State which provides that the name of the corporation contains the wordscommon-interest community, community association, master association,unit-owners association or homeowners association or if it appears in thearticles of incorporation or certificate of amendment that the purpose of thecorporation is to operate as a unit-owners association pursuant to chapter 116 of NRS unless the Administrator ofthe Real Estate Division of the Department of Business and Industry certifiesthat the corporation has:

(a) Registered with the Ombudsman for Owners inCommon-Interest Communities pursuant to NRS116.31158; and

(b) Paid to the Administrator of the Real EstateDivision the fees required pursuant to NRS116.31155.

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

NRS 82.111 Commencementof corporate existence.

1. Upon the filing of the articles of incorporationand the certificate of acceptance pursuant to NRS82.081, and the payment of the filing fees, the Secretary of State shallissue to the corporation a certificate that the articles, containing the requiredstatement of facts, have been filed in his office. Upon the filing of thearticles, the corporation is a body corporate, by the name set forth in thearticles, subject to the forfeiture of its charter and dissolution as providedin 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 Acceptableevidence of incorporation. A copy of anyarticles of incorporation filed pursuant to this chapter, and certified by theSecretary of State under his official seal, must be received in all courts andplaces as prima facie evidence of the facts therein stated and of the existenceand due incorporation of the corporation therein named.

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

POWERS

NRS 82.121 Generalpowers.

1. A corporation:

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

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

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

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

(a) Have succession by its corporate name for theperiod 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 tolaw.

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

(c) Make contracts.

(d) Hold, purchase and convey real and personal estateand 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 bydevise or bequest in this State, or in any other state, territory or country.

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

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

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

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

NRS 82.126 Adoptionand use of corporate seal or stamp.

1. Every corporation, by virtue of its existence assuch, 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 anycorporate record is not necessary. The corporation may use a seal or stamp, ifit desires, but use or failure to use does not in any way affect the legalityof the record.

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

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

1. Borrow money and contract debts when necessary forthe 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 andevidences of indebtedness, payable at a specified time or times, or payableupon the happening of a specified event or events, whether secured by mortgage,pledge or other security, or unsecured, for money borrowed, or in payment forproperty 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 orobligations of, or shares, securities or interests in or issued by any person,government, governmental agency or political subdivision of government, andexercise all the rights, powers and privileges of ownership of such aninterest, including the right to vote, if any.

3. Issue certificates evidencing membership and issueidentity cards.

4. Make donations for the public welfare or forcommunity 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 dealin and with real or personal property, or any interest therein, whereversituated.

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

8. Participate with others in any partnership, jointventure or other association, transaction or arrangement of any kind, whetheror not participation involves sharing or delegation of control with or toothers.

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

10. Pay reasonable compensation to officers, directorsand employees, pay pensions, retirement allowances and compensation for pastservices, and establish incentive or benefit plans, trusts and provisions forthe benefit of its officers, directors, employees, agents and their families,dependents and beneficiaries, and indemnify and buy insurance for a fiduciaryof 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 theseveral states, territories, possessions and dependencies of the United States,the District of Columbia and any foreign countries.

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

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

(b) This chapter does not authorize the formation ofbanking 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 notesof 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 ofstock.

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

3. A corporation must not distribute any gain, profitsor dividends to any member, except as otherwise provided in this chapter orupon dissolution or final liquidation as provided in this chapter and in thecorporations articles and bylaws.

(Added to NRS by 1991, 1270)

CORPORATE RECORDS

NRS 82.181 Maintenanceof records at registered office; inspection and copying of records; civilliability; penalties; denial of request for inspection of records; defense toaction for penalties or damages; authority of court to compel production ofrecords.

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

(a) A copy, certified by the Secretary of State, of itsarticles 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 ledgeror 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 heldby each; or

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

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

3. A director or any person who has been a member ofrecord of a corporation for at least 6 months, or at least 5 percent of themembers of the corporation, upon at least 5 days written demand, is entitledto inspect in person or by agent or attorney, during usual business hours, themembers ledger or duplicate ledger, whether kept in the registered office orelsewhere as provided in paragraph (d) of subsection 1, and to make copiestherefrom. Every corporation that neglects or refuses to keep the members ledgeror 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 orrefusal.

4. An inspection authorized by subsection 3 may bedenied to a member or other person upon his refusal to furnish to thecorporation an affidavit that the inspection is not desired for any purpose notrelating to his interest as a member, including, but not limited to, thosepurposes set forth in subsection 6.

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

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

(a) To solicit money or property from the membersunless the money or property will be used solely to solicit the votes ofmembers;

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

(c) To sell to any person; or

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

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

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

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

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

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

NRS 82.186 Rightof 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 atleast 15 percent of the members of the corporation upon at least 5 dayswritten demand is entitled to inspect in person or by agent or attorney, duringnormal business hours, the books of account and all financial records of thecorporation and to make extracts therefrom. The right of members and directorsto inspect the corporate records may not be limited in the articles or bylawsof any corporation.

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

3. The rights authorized by subsection 1 may be deniedto a director or member upon his refusal to furnish the corporation anaffidavit that such inspection, extracts or audit is not desired for anypurpose 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 fromthe corporation, for any purpose not related to his interest in the corporationas a director or member, is guilty of a gross misdemeanor.

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

(a) Is entitled to costs and reasonable attorneysfees, if he prevails; or

(b) Is liable for such costs and fees, if he does notprevail, in the action or proceeding.

5. It is a defense to any action to enforce theprovisions of this section or for damages or penalties under this section thatthe 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 recordsfor any of the following reasons:

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

(b) To sell to any person; or

(c) For any other purpose not related to his interestas a member or director.

6. The rights and remedies of this section are notavailable to members of any corporation that makes available at no cost to itsmembers a detailed annual financial statement.

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

RESIDENT AGENT AND REGISTERED OFFICE; DIRECTORS ANDOFFICERS

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

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

2. Upon notification from the Administrator of theReal Estate Division of the Department of Business and Industry that acorporation which is a unit-owners association as defined in NRS 116.011 has failed to register pursuantto NRS 116.31158 or failed to pay thefees pursuant to NRS 116.31155, theSecretary of State shall deem the corporation to be in default. If, after thecorporation is deemed to be in default, the Administrator notifies theSecretary of State that the corporation has registered pursuant to NRS 116.31158 and paid the fees pursuantto NRS 116.31155, the Secretary ofState shall reinstate the corporation if the corporation complies with therequirements 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

(c) The fee for reinstatement is $100.

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

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

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

NRS 82.198 Boardof directors or trustees: Selection of members when corporation owns or leasesmobile home park.

1. Notwithstanding any provision of law to thecontrary, if a corporation for public benefit owns or leases a mobile homepark:

(a) The board of directors or trustees which controlsthe 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 thecorporation and the mobile home park.

2. As used in this section:

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

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

(Added to NRS by 2005, 1604)

NRS 82.201 Boardof directors or trustees: General powers.

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

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

(Added to NRS by 1991, 1267)

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

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

2. The committee or committees may have such name ornames as may be stated in the bylaws or as may be determined from time to timeby 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 ofdirectors may appoint natural persons who are not directors to serve on thecommittees.

4. No such committee may:

(a) Amend, alter or repeal the bylaws;

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

(c) Amend or repeal the articles, adopt a plan ofmerger or a plan of consolidation with another corporation;

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

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

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

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

(Added to NRS by 1991, 1267)

NRS 82.211 Officersof corporation: Selection; terms; duties.

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

2. Every corporation may also have one or more vicepresidents, assistant secretaries and assistant treasurers, and such otherofficers and agents as may be deemed necessary.

3. All officers must be natural persons and must be chosenin such manner, hold their offices for such terms and have such powers andduties as may be prescribed by the bylaws or determined by the board ofdirectors.

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

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

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

NRS 82.216 Authorityof directors and representatives of corporation.

1. The statement in the articles or bylaws of theobjects, purposes, powers and authorized business of the corporationconstitutes, as between the corporation and its directors, officers or members,an authorization to the directors and a limitation upon the actual authority ofthe representatives of the corporation. These limitations may be asserted in aproceeding by a director or a member entitled to vote for the election ofdirectors or the Attorney General to enjoin the doing or continuation ofunauthorized business by the corporation or its officers, or both, in caseswhere third parties have not acquired rights thereby, or to dissolve thecorporation, or in a proceeding by the corporation, a director or a memberentitled to vote for the election of directors suing in a representative suitagainst the officers or directors of the corporation for violation of theirauthority.

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

3. Any contract or conveyance, otherwise lawful, madein 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 thedirectors, binds the corporation, and the corporation acquires rightsthereunder, whether the contract is signed or is wholly or in part executory.

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

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

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

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

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

(b) Counsel, public accountants or other persons as tomatters reasonably believed to be within the preparer or presentersprofessional or expert competence; or

(c) A committee upon which the person relying thereondoes not serve, established in accordance with NRS 82.206 as to matters within thecommittees designated authority and matters on which the committee isreasonably believed to merit confidence,

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

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

4. Except as otherwise provided in the articles ofincorporation or NRS 82.136 and 82.536 and chapter35 of NRS, no action may be brought against an officer or director of acorporation based on any act or omission arising from failure in his officialcapacity to exercise due care regarding the management or operation of the corporationunless the act or omission involves intentional misconduct, fraud or knowingviolation of the law.

5. The articles of incorporation may impose greaterliability on a director or officer of a corporation than that imposed bysubsection 4.

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

NRS 82.226 Restrictionson transactions involving interested directors or officers; compensation ofdirectors.

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

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

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

(c) The fact of the common directorship or financialinterest is not disclosed or known to the director or officer at the time thetransaction is brought before the board of directors of the corporation foraction.

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

2. Common or interested directors may be counted indetermining the presence of a quorum at a meeting of the board of directors ora committee thereof which authorizes, approves or ratifies a contract ortransaction, and if the votes of the common or interested directors are notcounted at the meeting, then a majority of the disinterested directors mayauthorize, approve or ratify a contract or transaction.

3. Unless otherwise provided in the articles or thebylaws, the board of directors may fix the compensation of directors forservices in any capacity.

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

MEMBERS

NRS 82.231 Powersof corporation; classes, qualifications and rights of members; term ofmembership.

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

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

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

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

(c) Taking some other affirmative action that confersbenefits of membership.

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

3. Except as provided in its articles or bylaws, acorporation may admit members for no consideration or for consideration, as isdetermined by the board.

4. Members are of one class unless the articlesestablish, or authorize the board or members to establish, more than one class.Members are entitled to vote and have equal rights and preferences in mattersnot otherwise provided for by the board or members, unless and to the extentthat the articles or bylaws have fixed or limited the rights and preferences ofmembers or different classes of members or provide for nonvoting members. Thearticles or bylaws may fix the term of membership.

5. A corporation may issue certificates showingmembership in the corporation.

(Added to NRS by 1991, 1270)

NRS 82.236 Transferof membership.

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

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

(Added to NRS by 1991, 1271)

NRS 82.241 Personalliability 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 thecorporation.

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

3. A corporation in its articles or bylaws may:

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

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

4. A corporation in its articles and bylaws mayprovide for:

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

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

(c) The reinstatement of membership.

(Added to NRS by 1991, 1271)

NRS 82.246 Resignation.

1. Except as otherwise provided in subsection 2, andunless otherwise provided in its articles or bylaws, a member of a corporationmay resign at any time. The resignation of a member does not relieve the memberfrom any obligations he may have to the corporation for dues, assessments orfees 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 acondition of or by reason of the ownership of an interest in real property.

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

(Added to NRS by 1991, 1271)

NRS 82.251 Expulsionof member; suspension or termination of membership.

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

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

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

(b) An opportunity for the member to be heard, orallyor 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 proposedexpulsion, termination or suspension not take place.

3. A proceeding challenging an expulsion, suspensionor 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, ortermination of a membership, does not relieve the member from obligations hemay have to the corporation for dues, assessments or fees or charges for goodsor services.

(Added to NRS by 1991, 1272)

NRS 82.256 Purchaseof membership by corporation. If authorized inits articles or bylaws, a corporation may buy the membership of a member whoresigns or whose membership is terminated, for the amount and pursuant to theconditions in the articles or bylaws.

(Added to NRS by 1991, 1272)

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

1. The characteristics, qualifications, rights andlimitations of representation, the geographical areas or districts delegatesmay represent, and the obligations of the delegates, including their selectionand removal;

2. Calling, giving notice of, holding, and conductingmeetings of delegates; and

3. Carrying on corporate activities during and betweenmeetings of delegates.

(Added to NRS by 1991, 1272)

MEETINGS, ELECTIONS, VOTING AND NOTICE

NRS 82.266 Placeof members, delegates and directors meetings. Meetingsof members, if any, delegates, if any, and directors of any corporation may beheld within or without this State, in the manner provided by the articles orbylaws of the corporation. The articles or bylaws may designate any place orplaces where the members or directors meetings may be held.

(Added to NRS by 1991, 1272)

NRS 82.271 Meetingsof board of directors or delegates: Quorum; consent to action taken withoutmeeting; participation by telephone or similar method.

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

2. Unless otherwise restricted by the articles orbylaws, any action required or permitted to be taken at any meeting of theboard of directors or the delegates or of any committee thereof may be takenwithout a meeting if, before or after the action, a written consent thereto issigned by a majority of the board of directors or the delegates or of suchcommittee. If the vote of a different proportion of the directors or delegatesis required for an action, then the different proportion of written consents isrequired.

3. Unless otherwise restricted by the articles orbylaws, members of the board of directors, the delegates or any committeedesignated by the board or the delegates may participate in a meeting by meansof a telephone conference or similar method of communication by which allpersons participating in the meeting can hear each other. Participating in ameeting pursuant to this subsection constitutes presence in person at themeeting.

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

NRS 82.276 Consentof members in lieu of meeting.

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

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

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

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

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

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

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

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

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

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

(c) Taking part in the deliberations at the meetingwithout objection,

the actionstaken at the meeting are as valid as if they had been taken at a meeting whichwas regularly called after notice was given.

2. At the meeting any business may be transacted whichis not excepted from the written consent or to the consideration of which noobjection for want of notice is made at the time.

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

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

(Added to NRS by 1991, 1273)

NRS 82.286 Electionof directors and delegates; classification of directors.

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

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

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

NRS 82.291 Meetingsof members or delegates: Quorum. Unless otherwiseprovided in the articles or bylaws, a quorum for a meeting of members is 10percent of the voting power of the members entitled to vote and a quorum for ameeting of delegates is a majority of the voting power of the delegates. Anamendment to the bylaws to increase the quorum required for any action by themembers 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 voteof members, if any, representing not less than a majority of the voting powerof the members entitled to vote for the election of the director being removedor a majority of the voting power of the members entitled to vote for delegateswho vote for the election of the director being removed, but:

(a) In case of corporations which have provided intheir articles or bylaws for the election of directors by cumulative voting, nodirector may be removed from office under the provisions of this section exceptupon the vote of members holding sufficient voting power to have prevented hiselection to office in the first instance; and

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

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

3. Except as otherwise provided in the articles orbylaws, a director appointed by public officials or other persons specified inthe articles or bylaws may be removed with or without cause by a written noticefrom the person or public official who appointed the director being removed,delivered to the chairman of the board or president of the corporation. The vacancycreated 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 filledby a majority of the remaining directors, though less than a quorum, unless itis otherwise provided in the articles or bylaws.

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

(Added to NRS by 1991, 1274)

NRS 82.301 Effectof failure to elect director on designated day. Ifthe directors are not elected on the day designated for the purpose, thecorporation is not for that reason dissolved, but every director continues tohold his office and shall discharge his duties until his successor has beenelected.

(Added to NRS by 1991, 1275)

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

1. If any corporation fails to elect directors within18 months after the last election of directors required by NRS 82.286, the district court hasjurisdiction in equity, upon application of any one or more of the members ofthe corporation representing 10 percent of the voting power of the membersentitled to vote for the election of directors or for the election of delegateswho are entitled to elect directors, or 50 members, whichever is less, to orderthe election of directors as required by NRS82.286.

2. The application must be made by petition filed inthe county where the registered office of the corporation is located and mustbe brought on behalf of all members desiring to be joined therein. Such noticemust 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 Provisionaldirector: Appointment; qualifications; rights and powers; removal.

1. Any director or one-third of the members may applyto the district court to appoint one person to be a provisional director whenthe business of the corporation is suffering or is threatened with irreparableinjury because the directors are so divided respecting the management of theaffairs of the corporation that the required vote for action by the board ofdirectors cannot be obtained and the members, if any, are unable to terminatethis division.

2. A provisional director must be an impartial person,who is neither a member nor a creditor of the corporation, nor related byconsanguinity or affinity within the third degree according to the common lawto any of the other directors of the corporation. A provisional director hasall the rights and powers of a director until the provisional director isremoved by order of the court or by approval of one-third of the members, ifany, or majority of the directors, not counting the provisional director. The provisionaldirector is entitled to compensation as fixed by the court unless otherwiseagreed with the corporation.

(Added to NRS by 1991, 1275)

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

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

2. The directors may adopt a resolution prescribing adate upon which the members of record are entitled to give written consentpursuant to NRS 82.276. The dateprescribed by the directors may not precede nor be more than 10 days after thedate the resolution is adopted by the directors. If the directors do not adopta resolution prescribing a date upon which the members of record are entitledto give written consent pursuant to NRS82.276 and:

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

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

(Added to NRS by 1991, 1275)

NRS 82.321 Membersproxies.

1. At any meeting of the members of any corporation,any member may designate another person or persons to act as a proxy orproxies. If a member designates two or more persons to act as proxies, amajority 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 memberupon all of the persons so designated unless the member provides otherwise.

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

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

(b) A member may authorize another person or persons toact for him as proxy by transmitting or authorizing the transmission of atelegram, cablegram or other means of electronic transmission to the person whowill be the holder of the proxy or to a firm which solicits proxies, or likeagent authorized by the person who will be the holder of the proxy to receivethe transmission. Any such telegram, cablegram or other means of electronictransmission must either set forth or be submitted with information from whichit can be determined that the telegram, cablegram or other electronictransmission was authorized by the member. If it is determined that thetelegram, cablegram or other electronic transmission is valid, the personsappointed by the corporation to count the votes of members and determine thevalidity of proxies and ballots or other persons making those determinationsmust specify the information upon which they relied.

3. Any copy, communication by telecopier, or otherreliable reproduction of the writing or transmission created pursuant tosubsection 2 may be substituted for the original writing or transmission forany purpose for which the original writing or transmission could be used, ifthe copy, communication by telecopier, or other reproduction is a completereproduction of the entire original writing or transmission.

4. No such proxy is valid after the expiration of 6months from the date of its creation, unless coupled with an interest, orunless the member specifies in it the length of time for which it is tocontinue 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 andcontinues in full force and effect until another instrument or transmissionrevoking it or a properly created proxy bearing a later date is filed with ortransmitted to the secretary of the corporation or another person or persons appointedby the corporation to count the votes of members and determine the validity ofproxies and ballots.

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

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

1. Except as otherwise provided in subsection 5 andunless prohibited or limited by the articles or bylaws, an action that may betaken at a regular or special meeting of members, including the election ofdirectors, may be taken without a meeting if the corporation mails or deliversa 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 eachproposed action.

3. Approval by written ballot under this section isvalid only when the number of votes cast by ballot equals or exceeds the quorumrequired to be present at a meeting authorizing the action, and the number ofapprovals equals or exceeds the number of votes that would be required toapprove the matter at a meeting at which the total number of votes cast was thesame 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 therequirement of a quorum;

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

(c) Specify the time by which a ballot must be receivedby the corporation in order to be counted.

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

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

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

NRS 82.331 Cumulativevoting. The articles or bylaws of anycorporation may provide that at all elections of directors of the corporationeach member having a right to elect directors at the meeting is entitled to asmany votes as equal the number of his memberships multiplied by the number ofdirectors to be elected, and that he may cast all of his membership votes for asingle director or may distribute them among the number to be voted for or anytwo or more of them, as he may see fit. In order to exercise the right ofcumulative voting, one or more of the members calling or requesting a vote bycumulative voting must give notice before the vote to the president orsecretary of the corporation that the member desires that the voting for theelection of directors be cumulative.

(Added to NRS by 1991, 1277)

NRS 82.336 Delegatesand members: Special meetings; notices.

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

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

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

The demandmust state the purpose for the meeting. Those making the demand on the corporationmust sign, date and deliver their demand to the president, chairman of theboard or the treasurer of the corporation. The corporation must then immediatelygive notice of a special meeting of delegates or members as set forth in subsections2 to 7, inclusive.

2. Whenever under the provisions of this chapterdelegates or members are required or authorized to take any action at ameeting, the notice of the meeting must be in writing and signed by thepresident 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 mayprescribe or permit or the directors designate.

3. The notice must state the purpose or purposes forwhich the meeting is called and the time when, and the place, which may bewithin 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 maybe, entitled to vote at the meeting not less than 10 nor more than 60 daysbefore such meeting. If mailed, it must be directed to the person at hisaddress as it appears upon the records of the corporation. Upon the mailing ofany notice the service thereof is complete, and the time of the notice beginsto run from the date upon which the notice is deposited in the mail fortransmission to the person. Personal delivery of the notice to any officer of acorporation or association, or to any member of a partnership, constitutesdelivery of the notice to the corporation, association or partnership.

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

6. Notice duly delivered or mailed to a delegate ormember in accordance with the provisions of this section and the provisions, ifany, of the articles or bylaws is sufficient, and in the event of the transferof a membership after the delivery or mailing and before the holding of themeeting it is not necessary to deliver or mail notice of the meeting to thetransferee.

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

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

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

NRS 82.341 Waiverof notice. Whenever any notice is required tobe 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 afterthe time stated therein, is equivalent thereto.

(Added to NRS by 1991, 1278)

AMENDMENT AND RESTATEMENT OF ARTICLES OF INCORPORATION

NRS 82.346 Amendmentof articles before first meeting of directors.

1. If the first meeting of the directors has not takenplace and if there are no members, a majority of the incorporators of acorporation may amend the original articles by signing and proving in themanner required for original articles, and filing with the Secretary of State acertificate amending, modifying, changing or altering the original articles, inwhole or in part. The certificate must state that:

(a) The signers thereof are a majority of the originalincorporators of the corporation; and

(b) As of the date of the certification, no meeting ofthe directors has taken place and the corporation has no members other than theincorporators.

2. A certificate filed pursuant to this section iseffective upon filing the certificate with the Secretary of State or upon alater date specified in the certificate, which must not be more than 90 daysafter the certificate is filed.

3. This section does not permit the insertion of anymatter not in conformity with this chapter.

4. The Secretary of State shall charge the fee allowedby law for filing the amended certificate of incorporation.

(Added to NRS by 1991, 1279; A 1993, 1002; 1999, 1605; 2001, 1382, 3199; 2003, 3128; 2005, 2187)

NRS 82.351 Amendmentof articles: Scope of amendments.

1. A corporation whose directors have held a firstmeeting or which has members who are not incorporators may amend its articlesin any of the following respects:

(a) By addition to its corporate powers and purposes,or diminution thereof, or both.

(b) By substitution of other powers and purposes, inwhole or in part, for those prescribed by its articles of incorporation.

(c) By changing the name of the corporation.

(d) By making any other change or alteration in itsarticles of incorporation that may be desired.

2. All such changes or alterations may be effected byone certificate of amendment. Articles so amended, changed or altered maycontain only such provisions as it would be lawful and proper to insert inoriginal articles, pursuant to NRS 82.086and 82.091 or the other statutesgoverning the contents of the corporations articles, if the original articleswere signed and filed at the time of making the amendment.

(Added to NRS by 1991, 1279; A 1993, 1003; 1999, 1605; 2003, 3128)

NRS 82.356 Amendmentof articles: Procedure.

1. Each amendment adopted pursuant to the provisionsof NRS 82.351 must be made in thefollowing manner:

(a) The board of directors must adopt a resolutionsetting forth the amendment proposed, approve it and, if the corporation hasmembers entitled to vote on an amendment to the articles, call a meeting,either annual or special, of the members. The amendment must also be approvedby each public official or other person whose approval of an amendment ofarticles is required by the articles.

(b) At the meeting of members, of which notice must begiven to each member entitled to vote pursuant to the provisions of thissection, a vote of the members entitled to vote in person or by proxy must betaken for and against the proposed amendment. A majority of a quorum of thevoting power of the members or such greater proportion of the voting power ofmembers as may be required in the case of a vote by classes, as provided insubsection 3, or as may be required by the articles, must vote in favor of theamendment.

(c) Upon approval of the amendment by the directors, orif the corporation has members entitled to vote on an amendment to thearticles, by both the directors and those members, and such other persons orpublic officers, if any, as are required to do so by the articles, an officerof the corporation must sign a certificate setting forth the amendment, orsetting forth the articles as amended, that the public officers or otherpersons, if any, required by the articles have approved the amendment, and thevote of the members and directors by which the amendment was adopted.

(d) The certificate so signed must be filed in theOffice of the Secretary of State.

2. A certificate filed pursuant to this section iseffective upon filing the certificate with the Secretary of State or upon alater date specified in the certificate, which must not be more than 90 daysafter the certificate is filed.

3. If any proposed amendment would alter or change anypreference or any relative or other right given to any class of members, thenthe amendment must be approved by the vote, in addition to the affirmative voteotherwise required, of the holders of a majority of a quorum of the votingpower of each class of members affected by the amendment regardless oflimitations or restrictions on their voting power.

4. In the case of any specified amendments, thearticles may require a larger vote of members than that required by thissection.

(Added to NRS by 1991, 1279; A 1993, 1003; 1999, 1605; 2003, 3129; 2003, 20th SpecialSession, 54; 2005,2187)

NRS 82.371 Restatementof articles.

1. A corporation may restate, or amend and restate, ina single certificate the entire text of its articles as amended by filing withthe Secretary of State a certificate which must set forth the articles asamended to the date of the certificate. If the certificate alters or amends thearticles in any manner, it must comply with the provisions of NRS 82.346, 82.351 and 82.356, as applicable, and must beaccompanied by a form prescribed by the Secretary of State setting forth whichprovisions of the articles of incorporation on file with the Secretary of Stateare being altered or amended.

2. If the certificate does not alter or amend thearticles, it must be signed by an officer of the corporation and must statethat he has been authorized to sign the certificate by resolution of the boardof directors adopted on the date stated, and that the certificate correctlysets forth the text of the articles as amended to the date of the certificate.

3. The following may be omitted from the restatedarticles:

(a) The names, addresses, signatures andacknowledgments of the incorporators;

(b) The names and addresses of the members of the pastand present board of directors; and

(c) The name and address of the resident agent.

4. Whenever a corporation is required to file acertified copy of its articles, in lieu thereof it may file a certified copy ofthe most recent certificate restating its articles as amended, subject to theprovisions of subsection 2, together with certified copies of all certificatesof amendment filed after the restated articles and certified copies of allcertificates supplementary to the original articles.

5. A certificate filed pursuant to this section iseffective upon filing the certificate with the Secretary of State or upon alater date specified in the certificate, which must not be more than 90 daysafter the certificate is filed.

(Added to NRS by 1991, 1280; A 1993, 1004; 1997, 712;2001, 1383, 3199; 2003, 3129; 2005, 2188, 2256)

SALE OF ASSETS; VOLUNTARY DISSOLUTION

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

1. Every corporation may, by action taken at a meetingof its board of directors, sell, lease or exchange all of its property andassets, including its goodwill and its corporate franchises, upon such termsand conditions as its board of directors may deem expedient and for the bestinterests of the corporation.

2. The sale, lease or exchange must be approved byevery person or public official whose approval of the sale, lease or exchangeis required by the articles.

3. If the corporation has members entitled to vote onthe matter, the directors must call a meeting, either annual or special, of themembers entitled to vote on the sale, lease or exchange or must submit thesale, lease or exchange to such members for a vote by written ballot pursuantto NRS 82.326. Notice of the proposedsale, lease or exchange must be given to each member and a vote of the membersentitled to vote in person or by proxy must be taken for and against theproposed sale, lease or exchange. A majority of a quorum of the voting power ofthe members must vote in favor of the sale, lease or exchange.

4. The articles may require the vote of a largerproportion of the members and the separate vote or consent of any class ofmembers.

5. Unless the articles provide otherwise, no vote ofmembers is necessary for a transfer of assets by way of mortgage, or in trustor in pledge to secure indebtedness of the corporation.

(Added to NRS by 1991, 1285)

NRS 82.446 Voluntarydissolution at request of members.

1. A corporation may be dissolved and its affairswound up voluntarily by the written request of a majority of the members andany person or superior organization whose approval is required by a provisionof the articles authorized by NRS 82.091.The request must:

(a) Be addressed to the directors.

(b) Specify reasons why the winding up of affairs ofthe corporation is deemed advisable.

(c) Name three persons who are members to act astrustees in liquidation and in winding up the affairs of the corporation. Theact of a majority of the directors as trustees remaining in office is the actof the directors as trustees.

2. Upon filing of the request with the directors andin the offices of the Secretary of State, all powers of the directors cease.

(Added to NRS by 1991, 1286; A 1993, 1006; 2001, 1383, 3199)

NRS 82.451 Voluntarydissolution by directors and members or by directors alone; directors to act astrustees for liquidation and winding up of corporate affairs.

1. A corporation may be dissolved and its affairswound up voluntarily if the board of directors adopts a resolution to thateffect and calls a meeting of the members entitled to vote to take action uponthe resolution. The resolution must also be approved by any person or superiororganization whose approval is required by a provision of the articlesauthorized by NRS 82.091. The meeting ofthe members must be held with due notice. If at the meeting the membersentitled to exercise a majority of all the voting power consent by resolutionto the dissolution, a certificate signed by an officer of the corporationsetting forth that the dissolution has been approved in compliance with thissection, together with a list of the names and addresses, either residence orbusiness, of the president, the secretary and the treasurer, or the equivalentthereof, and all the directors of the corporation, must be filed in the Officeof the Secretary of State.

2. If a corporation has no members entitled to voteupon a resolution calling for the dissolution of the corporation, thecorporation may be dissolved and its affairs wound up voluntarily by the boardof directors if it adopts a resolution to that effect. The resolution must alsobe approved by any person or superior organization whose approval is requiredby a provision of the articles authorized by NRS82.091. A certificate setting forth that the dissolution has been approvedin compliance with this section and a list of the officers and directors,signed as provided in subsection 1, must be filed in the Office of the Secretaryof State.

3. Upon the dissolution of any corporation under theprovisions of this section or upon the expiration of its period of corporateexistence, the directors are the trustees of the corporation in liquidation andin winding up the affairs of the corporation. The act of a majority of thedirectors as trustees remaining in office is the act of the directors astrustees.

4. A certificate filed pursuant to this section iseffective upon filing the certificate with the Secretary of State or upon alater date specified in the certificate, which must not be more than 90 daysafter the certificate is filed.

(Added to NRS by 1991, 1286; A 1993, 1007; 2001, 1384, 3199; 2003, 3130; 2003, 20th SpecialSession, 54; 2005,2188)

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

1. Actions available to or against a corporation orits directors, officers or members are limited as provided in NRS 78.585.

2. A corporation dissolved under this chapter and itsdirectors, trustees, receivers, members, creditors and the district court haveall the rights, duties and liabilities they have with respect to dissolvedcorporations governed by chapter 78 of NRS asprovided by NRS 78.585, 78.595 and 78.615.

3. The district court and the clerk of the court havethe same powers and duties with respect to dissolved corporations governed bythis chapter as they have with respect to dissolved corporations governed by chapter 78 of NRS as provided in NRS 78.600, 78.605, 78.615and 78.620.

(Added to NRS by 1991, 1287)

NRS 82.461 Dissolvedcorporations: Duties of person appointed or authorized to act in liquidation. The directors, trustees, receivers or those persons appointedor authorized to act in liquidation of a dissolved corporation shall:

1. Wind up the corporation;

2. Realize upon its assets;

3. Pay its debts; and

4. Distribute the residue of its money and property asfollows:

(a) Assets held by the corporation on the conditionthat upon dissolution they be returned, transferred or conveyed must bereturned, transferred or conveyed as required;

(b) Assets received and held by the corporation subjectto limitations permitting their use only for charitable, religious,eleemosynary, benevolent, educational or similar purposes, but not held upon acondition requiring return, transfer or conveyance upon dissolution, must betransferred or conveyed to one or more domestic or foreign corporations,societies or organizations engaged in activities substantially similar to thoseof the dissolving corporation, pursuant to a plan of distribution;

(c) Other assets, if any, must be distributed in accordancewith the provisions of the articles or the bylaws to the extent the articles orbylaws determine the distribution of assets; and

(d) Any remaining assets may be distributed to themembers and such persons, societies, organizations or domestic or foreigncorporations, whether or not for profit, as may be specified in the plan ofdistribution.

(Added to NRS by 1991, 1287; A 1993, 1007)

INSOLVENCY; INVOLUNTARY DISSOLUTION

NRS 82.466 Reorganizationunder federal law.

1. A federal court may take the same actions withrespect to corporations governed by this chapter as a federal court may takewith respect to corporations governed by chapter78 of NRS under subsection 1 of NRS78.622.

2. A corporation governed by this chapter shall filewith the Secretary of State a certified copy of the confirmed plan ofreorganization described in NRS 78.622.

(Added to NRS by 1991, 1287; A 1999, 1606; 2001, 101)

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

1. Whenever any corporation becomes insolvent orsuspends its ordinary business for want of funds to carry on the business, orif its business has been and is being conducted at a great loss and greatlyprejudicial to the interest of its creditors or members, creditors holding 10percent of the outstanding indebtedness, or members, if any, having 10 percentof the voting power to elect directors, may, by petition or bill of complaintsetting forth the facts and circumstances of the case, apply to the districtcourt of the county in which the registered office of the corporation islocated for a writ of injunction and the appointment of a receiver or receiversor trustee or trustees.

2. The court, being satisfied by affidavit orotherwise of the sufficiency of the application and of the truth of theallegations contained in the petition or bill, and upon hearing after suchnotice as the court by order may direct, shall proceed in a summary way to hearthe affidavits, proofs and allegations which may be offered in behalf of theparties.

3. If upon the inquiry it appears to the court thatthe corporation has become insolvent and is not about to resume its business ina short time thereafter, or that its business has been and is being conductedat a great loss and greatly prejudicial to the interests of its creditors ormembers, so that its business cannot be conducted with safety to the public, itmay issue an injunction to restrain the corporation and its officers and agentsfrom exercising any of its privileges or franchises and from collecting orreceiving any debts or paying out, selling, assigning or transferring any ofits estate, money, funds, lands, tenements or effects, except to a receiverappointed by the court, until the court otherwise orders.

(Added to NRS by 1991, 1287; A 1999, 1606)

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

1. The district court, at the time of ordering theinjunction upon petition of the creditors or members, or at any time afterward,may appoint a receiver or receivers or a trustee or trustees for the creditorsand members of the corporation.

2. The receiver or receivers or trustees have thefollowing powers and duties:

(a) To demand, sue for, collect, receive and take intohis or their possession all the goods and chattels, rights and credits, moneyand effects, lands and tenements, books, papers, choses in action, bills, notesand property, of every description, of the corporation;

(b) To institute suits at law or in equity for therecovery of any estate, property, damages or demands existing in favor of thecorporation;

(c) In his or their discretion to compound and settlewith any debtor or creditor of the corporation, or with persons havingpossession of its property or in any way responsible at law or in equity to thecorporation at the time of its insolvency or suspension of business, orafterwards, upon such terms and in such manner as he or they deem just andbeneficial to the corporation;

(d) In case of mutual dealings between the corporationand any person to allow just setoffs in favor of that person in all cases inwhich setoffs ought to be allowed according to law and equity;

(e) To take possession of the property of thecorporation as provided in NRS 78.665;

(f) To take inventory, account for debts and report tothe courts every 3 months as provided in NRS78.670;

(g) To pass upon the claims of creditors as provided inNRS 78.685;

(h) To be substituted in as a party to suits asprovided in NRS 78.695; and

(i) To be vested with the property of the corporationas provided in NRS 78.640.

3. An act approved or done by a majority of thereceivers or trustees is the act of the receivers or trustees.

4. A debtor who in good faith has paid his debt to thecorporation without notice of its insolvency or suspension of business is notliable therefor, and the receiver or receivers or trustee or trustees havepower to sell, convey and assign all the estate, rights and interests, and musthold and dispose of the proceeds thereof under the directions of the districtcourt.

(Added to NRS by 1991, 1288)

NRS 82.481 Authorityof court to reconvey property back to or dissolve corporation. The district court may reconvey the property of thecorporation back to it or dissolve the corporation and declare it null and voidas provided in NRS 78.645.

(Added to NRS by 1991, 1289)

NRS 82.486 Involuntarydissolution: Authority and grounds for application.

1. The persons described in subsections 2 and 3 mayapply to the district court in the district where the corporation has itsregistered office:

(a) For an order dissolving the corporation andappointing a receiver to wind up its affairs, and by injunction restrain thecorporation from exercising any of its powers or doing business whatsoever,except by or through a receiver appointed by the court; or

(b) For such other equitable relief that is just andproper in the circumstances.

2. A member or members, if any, holding at leastone-third of the voting power for the election of directors or a majority ofthe directors in office, may apply for the relief described in subsection 1whenever it is established that:

(a) The corporation has willfully violated its charter;

(b) Its trustees or directors have been guilty of fraudor collusion or gross mismanagement in the conduct or control of its affairs;

(c) Its trustees or directors have been guilty of misfeasance,malfeasance or nonfeasance;

(d) The corporation is unable to conduct its activitiesor conserve its assets by reason of the act, neglect or refusal to function ofany of the directors or trustees;

(e) The assets of the corporation are in danger ofwaste, misapplication, sacrifice or loss;

(f) The corporation has abandoned its business;

(g) The corporation has not proceeded diligently towind up its affairs or to distribute its assets in a reasonable time;

(h) The corporation has become insolvent;

(i) The corporation, although not insolvent, is for anycause not able to pay its debts or other obligations as they mature;

(j) The corporation is not about to resume its businesswith safety to the public;

(k) The period of corporate existence has expired andhas not been lawfully extended;

(l) The corporation has solicited property and hasfailed to use it for the purpose solicited;

(m) The corporation has fraudulently used or solicitedproperty; or

(n) The corporation has exceeded its powers.

3. The Attorney General may apply for the reliefdescribed in subsection 1 whenever the corporation is a corporation for publicbenefit and whenever it is established that:

(a) The corporation has willfully violated its charter;

(b) Its trustees or directors have been guilty of fraudor collusion or gross mismanagement in the conduct or control of its affairs;

(c) The corporation has abandoned its business;

(d) The corporation has become insolvent;

(e) The corporation, although not insolvent, is for anycause not able to pay its debts or other obligations as they mature;

(f) The corporation has solicited property and hasfailed to use it for the purpose solicited;

(g) The corporation has fraudulently used or solicitedproperty; or

(h) The period of corporate existence has expired andhas not been lawfully extended.

4. Any person or superior organization under which thecorporation was formed, if expressly authorized to act by the articles, mayapply for the relief described in subsection 1 pursuant to the grounds, if any,set forth in the articles.

(Added to NRS by 1991, 1289)

NRS 82.491 Involuntarydissolution: Appointment of receiver; powers and duties of receiver; authorizedrelief.

1. The court may appoint a temporary receiver upon thesame grounds and pursuant to the same procedure as provided in the Nevada Rulesof Civil Procedure for granting a temporary restraining order. A hearing mustbe held on the appointment of a temporary receiver within 15 days after thereceivers appointment, unless the appointment is extended by order of thecourt or upon stipulation of the parties.

2. The court may, if good cause exists, appoint one ormore receivers. Directors or trustees who have not been guilty of negligence oractive breach of duty must be preferred in making the appointment.

3. Receivers so appointed have, among the usualpowers, all the functions, powers, tenure and duties to be exercised under thedirection of the court as are conferred on receivers and as provided in NRS 82.476 and 82.481 whether the corporation is insolventor not.

4. The court may, at any time, grant lesser equitablerelief, order a partial liquidation, terminate the receivership, or dissolve orterminate the corporation as would be just and proper in the circumstances.

(Added to NRS by 1991, 1290; A 1999, 1607)

NRS 82.496 Involuntarydissolution: General powers of court. In an actionfor dissolution, the district court may:

1. Send for and examine persons as provided in NRS 78.660;

2. Sell encumbered property as provided in NRS 78.700;

3. Remove and replace receivers as provided in NRS 78.715; and

4. Pass upon creditors appeals from the decision ofthe trustees or receivers as provided in NRS78.685.

(Added to NRS by 1991, 1290)

NRS 82.501 Limitationon time for creditors claims; notice to creditors. Allcreditors must present and make proof to the receiver of their respectiveclaims against the corporation within 6 months from the date of appointment ofthe receiver or trustee for the corporation, or sooner if the court so orders.All creditors and claimants failing to do so within the time limited by thissection, or the time prescribed by the order of court, are barred fromparticipating in the distribution of the assets of the corporation. The courtshall prescribe what notice, by publication or otherwise, must be given tocreditors of the time within which they must present and prove their claims.

(Added to NRS by 1991, 1291)

NRS 82.506 Presentationof creditors claims; examination of creditors and witnesses. Every claim against a corporation for which a receiver hasbeen appointed must be presented to the receiver in writing and upon oath. Theclaimant, if required, must submit himself to such examination in relation tothe claim as the court directs, and must produce such books and papers relatingto the claim as the court requires. The court may authorize the receiver toexamine, under oath or affirmation, all witnesses produced before him touchingthe claim or any part thereof.

(Added to NRS by 1991, 1291)

NRS 82.511 Abatementof actions against receivers. No actionagainst a receiver of a corporation abates by reason of his death, but, uponsuggestion of the facts on the record, must be continued against his successor,or against the corporation in case no new receiver be appointed.

(Added to NRS by 1991, 1291)

NRS 82.516 Paymentof creditors and distribution of surplus. Afterpayment of all allowances, expenses and costs, and the satisfaction of allspecial and general liens upon the money of the corporation to the extent oftheir lawful priority, the creditors must be paid proportionately to the amountof their respective debts, except mortgagees and judgment creditors when thejudgment has not been by confession for the purpose of preferring creditors.The creditors are entitled to distribution on debts not due, making in suchcase a rebate of interest, when interest is not accruing on the debts. Thesurplus, if any, after payment of the creditors and the costs, expenses andallowances, must be distributed as provided in subsection 4 of NRS 82.461.

(Added to NRS by 1991, 1291; A 1993, 1008)

NRS 82.521 Employeesliens for wages.

1. When a corporation becomes insolvent or isdissolved, the employees performing labor or service in the regular employ ofthe corporation have a lien upon the assets thereof for the amount of wages dueto them, not exceeding $1,000, which have been earned within 3 months beforethe date of the insolvency or dissolution, which must be paid before any otherdebt of the corporation.

2. The word employees does not include any of theofficers or directors of the corporation.

(Added to NRS by 1991, 1291)

FOREIGN NONPROFIT CORPORATIONS

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

1. Each foreign nonprofit corporation doing businessin this State shall, on or before the last day of the first month after thefiling of its application for registration as a foreign nonprofit corporationwith the Secretary of State, and annually thereafter on or before the last dayof the month in which the anniversary date of its qualification to do businessin this State occurs in each year, file with the Secretary of State a list, ona form furnished by him, that contains:

(a) The name of the foreign nonprofit corporation;

(b) The file number of the foreign nonprofitcorporation, if known;

(c) The names and titles of the president, thesecretary and the treasurer, or the equivalent thereof, and all the directorsof the foreign nonprofit corporation;

(d) The address, either residence or business, of thepresident, secretary and treasurer, or the equivalent thereof, and eachdirector of the foreign nonprofit corporation;

(e) The name and address of its lawfully designatedresident agent in this State; and

(f) The signature of an officer of the foreignnonprofit corporation certifying that the list is true, complete and accurate.

2. Each list filed pursuant to this section must beaccompanied by a declaration under penalty of perjury that the foreignnonprofit corporation:

(a) Has complied with the provisions of NRS 360.780; and

(b) Acknowledges that pursuant to NRS 239.330, it is a category C felony toknowingly offer any false or forged instrument for filing with the Office ofthe Secretary of State.

3. Upon filing the initial list and each annual list pursuantto this section, the foreign nonprofit corporation must pay to the Secretary ofState a fee of $25.

4. The Secretary of State shall, 60 days before thelast day for filing each annual list, cause to be mailed to each foreignnonprofit corporation which is required to comply with the provisions of NRS 82.523 to 82.5239, inclusive, and which has notbecome delinquent, the blank forms to be completed and filed with him. Failureof any foreign nonprofit corporation to receive the forms does not excuse itfrom the penalty imposed by the provisions of NRS82.523 to 82.5239, inclusive.

5. If the list to be filed pursuant to the provisionsof subsection 1 is defective or the fee required by subsection 3 is not paid,the Secretary of State may return the list for correction or payment.

6. An annual list for a foreign nonprofit corporationnot in default that is received by the Secretary of State more than 90 daysbefore its due date shall be deemed an amended list for the previous year anddoes not satisfy the requirements of subsection 1 for the year to which the duedate is applicable.

(Added to NRS by 2003, 20th SpecialSession, 50)

NRS 82.5231 Certificateof authorization to transact business. If a foreignnonprofit corporation has filed the initial or annual list in compliance with NRS 82.523 and has paid the appropriate feefor the filing, the cancelled check or other proof of payment received by theforeign nonprofit corporation constitutes a certificate authorizing it totransact its business within this State until the last day of the month inwhich the anniversary of its qualification to transact business occurs in thenext succeeding calendar year.

(Added to NRS by 2003, 20th SpecialSession, 51)

NRS 82.5233 Addressesof officers required; failure to file.

1. Each list required to be filed under the provisionsof NRS 82.523 to 82.5239, inclusive, must, after the nameof each officer listed thereon, set forth the address, either residence orbusiness, of each officer.

2. If the addresses are not stated for each person onany list offered for filing, the Secretary of State may refuse to file thelist, and the foreign nonprofit corporation for which the list has been offeredfor filing is subject to all the provisions of NRS 82.523 to 82.5239, inclusive, relating to failure tofile the list within or at the times therein specified, unless a list issubsequently submitted for filing which conforms to the provisions of thissection.

(Added to NRS by 2003, 20th SpecialSession, 51)

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

1. Each foreign nonprofit corporation which isrequired to make a filing and pay the fee prescribed in NRS 82.523 to 82.5239, inclusive, and which refuses orneglects to do so within the time provided is in default.

2. For default there must be added to the amount ofthe fee a penalty of $50, and unless the filing is made and the fee and penaltyare paid on or before the last day of the month in which the anniversary dateof the foreign nonprofit corporation occurs, the defaulting foreign nonprofitcorporation forfeits its right to transact any business within this State. Thefee and penalty must be collected as provided in this chapter.

(Added to NRS by 2003, 20th SpecialSession, 51)

NRS 82.5236 Defaultingcorporations: Duties of Secretary of State.

1. The Secretary of State shall notify, by providingwritten notice to its resident agent, each foreign nonprofit corporation deemedin default pursuant to NRS 82.5235. Thewritten notice:

(a) Must include a statement indicating the amount ofthe filing fee, penalties incurred and costs remaining unpaid.

(b) At the request of the resident agent, may beprovided electronically.

2. Immediately after the last day of the month inwhich the anniversary date of incorporation occurs, the Secretary of Stateshall compile a complete list containing the names of all foreign nonprofitcorporations whose right to transact business has been forfeited.

3. The Secretary of State shall notify, by providingwritten notice to its resident agent, each foreign nonprofit corporationspecified in subsection 2 of the forfeiture of its right to transact business.The written notice:

(a) Must include a statement indicating the amount ofthe filing fee, penalties incurred and costs remaining unpaid.

(b) At the request of the resident agent, may beprovided electronically.

(Added to NRS by 2003, 20th SpecialSession, 51)

NRS 82.5237 Defaultingcorporations: Conditions and procedure for reinstatement.

1. Except as otherwise provided in subsections 3 and4, the Secretary of State shall reinstate a foreign nonprofit corporation whichhas forfeited or which forfeits its right to transact business pursuant to theprovisions of NRS 82.523 to 82.5239, inclusive, and restore to theforeign nonprofit corporation its right to transact business in this State, andto exercise its corporate privileges and immunities, if it:

(a) Files with the Secretary of State a list asprovided in NRS 82.523; and

(b) Pays to the Secretary of State:

(1) The filing fee and penalty set forth in NRS 82.523 and 82.5235 for each year or portion thereofthat its right to transact business was forfeited; and

(2) A fee of $100 for reinstatement.

2. When the Secretary of State reinstates the foreignnonprofit corporation, he shall issue to the foreign nonprofit corporation acertificate of reinstatement if the foreign nonprofit corporation:

(a) Requests a certificate of reinstatement; and

(b) Pays the fees as provided in subsection 8 of NRS 78.785.

3. The Secretary of State shall not order areinstatement unless all delinquent fees and penalties have been paid and therevocation of the right to transact business occurred only by reason of failureto pay the fees and penalties.

4. If the right of a foreign nonprofit corporation totransact business in this State has been forfeited pursuant to the provisionsof this chapter and has remained forfeited for a period of 5 consecutive years,the right to transact business must not be reinstated.

(Added to NRS by 2003, 20th SpecialSession, 52)

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

1. Except as otherwise provided in subsection 2, if aforeign nonprofit corporation applies to reinstate its charter but its name hasbeen legally reserved or acquired by another artificial person formed,organized, registered or qualified pursuant to the provisions of this title andthat name is on file with the Office of the Secretary of State or reserved inthe Office of the Secretary of State pursuant to the provisions of this title,the foreign nonprofit corporation must in its application for reinstatementsubmit in writing to the Secretary of State some other name under which itdesires its existence to be reinstated. If that name is distinguishable fromall other names reserved or otherwise on file, the Secretary of State shallreinstate the foreign nonprofit corporation under that new name.

2. If the applying foreign nonprofit corporationsubmits the written, acknowledged consent of the artificial person having aname, or who has reserved a name, which is not distinguishable from the oldname of the applying foreign nonprofit corporation or a new name it hassubmitted, it may be reinstated under that name.

3. For the purposes of this section, a proposed nameis not distinguishable from a name on file or reserved solely because one orthe other contains distinctive lettering, a distinctive mark, a trademark or atrade name, or any combination thereof.

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

(Added to NRS by 2003, 20th SpecialSession, 52)

MISCELLANEOUS PROVISIONS

NRS 82.525 Formrequired for filing of records.

1. Each record filed with the Secretary of Statepursuant to this chapter must be on or accompanied by a form prescribed by theSecretary of State.

2. The Secretary of State may refuse to file a recordwhich does not comply with subsection 1 or which does not contain all of theinformation required by statute for filing the record.

3. If the provisions of the form prescribed by theSecretary of State conflict with the provisions of any record that is submittedfor filing with the form:

(a) The provisions of the form control for all purposeswith respect to the information that is required by statute to appear in therecord in order for the record to be filed; and

(b) Unless otherwise provided in the record, theprovisions of the record control in every other situation.

4. The Secretary of State may by regulation providefor the electronic filing of records with the Office of the Secretary of State.

(Added to NRS by 2003, 20th SpecialSession, 49)

NRS 82.526 Corporaterecords: Microfilming; imaging; return. The Secretaryof State may microfilm or image any record which is filed in his office by acorporation pursuant to this chapter and may return the original record to thecorporation.

(Added to NRS by 1991, 1258; A 2003, 3131; 2003, 20th SpecialSession, 55)

NRS 82.528 Filingof records written in language other than English. Norecord which is written in a language other than English may be filed orsubmitted for filing in the Office of the Secretary of State pursuant to the provisionsof this chapter unless it is accompanied by a verified translation of thatrecord into the English language.

(Added to NRS by 1995, 1121; A 2003, 3131)

NRS 82.531 Fees.

1. The fee for filing articles of incorporation,amendments to or restatements of articles of incorporation, certificatespursuant to NRS 82.061 and 82.063 and records for dissolution is $50for each record.

2. Except as otherwise provided in NRS 82.193 and subsection 1, the fees forfiling records are those set forth in NRS78.765 to 78.785, inclusive.

(Added to NRS by 1991, 1292; A 1993, 1008; 1995,1123; 1997, 713, 2811; 2003,3131; 2003,20th Special Session, 55)

NRS 82.533 Procedureto submit replacement page to Secretary of State before actual filing ofrecord. An incorporator or officer of acorporation may authorize the Secretary of State in writing to replace any pageof a record submitted for filing on an expedited basis, before the actual filing,and to accept the page as if it were part of the originally signed filing. Thesigned authorization of the incorporator or officer to the Secretary of Statepermits, but does not require, the Secretary of State to alter the originalrecord as requested.

(Added to NRS by 1997, 2810; A 2003, 3131)

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

1. A corporation may correct a record filed in theOffice of the Secretary of State with respect to the corporation if the recordcontains an inaccurate description of a corporate action or if the record wasdefectively signed, attested, sealed, verified or acknowledged.

2. To correct a record, the corporation must:

(a) Prepare a certificate of correction which:

(1) States the name of the corporation;

(2) Describes the record, including, withoutlimitation, its filing date;

(3) Specifies the inaccuracy or defect;

(4) Sets forth the inaccurate or defectiveportion of the record in an accurate or corrected form; and

(5) Is signed by an officer of the corporationor, if the certificate is filed before the first meeting of the board ofdirectors, by an incorporator or director.

(b) Deliver the certificate to the Secretary of Statefor filing.

(c) Pay a filing fee of $25 to the Secretary of State.

3. A certificate of correction is effective on theeffective date of the record it corrects except as to persons relying on theuncorrected record and adversely affected by the correction. As to thosepersons, the certificate is effective when filed.

(Added to NRS by 2003, 3121; A 2003, 20th SpecialSession, 50)

NRS 82.536 AttorneyGeneral: Examination of corporate affairs; powers of enforcement.

1. A corporation for public benefit and a corporationholding assets in charitable trust is subject at all times to examination bythe Attorney General, on behalf of the State, to ascertain the condition of itsaffairs and to what extent, if at all, it fails to comply with trusts it hasassumed or has departed from the purposes for which it is formed. In case ofany such a failure or departure, the Attorney General may institute, in thename of the State, the proceeding necessary to correct the noncompliance ordeparture.

2. The Attorney General, or any person given thestatus of relator by the Attorney General, may bring an action to enjoin,correct, obtain damages for or otherwise to remedy a breach of a charitabletrust or departure from the purposes for which it is formed.

(Added to NRS by 1991, 1263)

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

1. A corporation governed by this chapter mayindemnify any person against expenses as provided in NRS 78.751. For the purposes of thissection, the word stockholders in NRS78.751 is equivalent to the word members.

2. A corporation governed by this chapter may purchaseand maintain insurance or make other financial arrangements on behalf of anyperson for any liability asserted against him as provided in NRS 78.752.

(Added to NRS by 1991, 1291)

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

1. Any corporation which did exist or is existingpursuant to the laws of this State may, upon complying with the provisions of NRS 78.150 and 82.193, procure a renewal or revival of itscharter for any period, together with all the rights, franchises, privilegesand immunities, and subject to all its existing and preexisting debts, dutiesand liabilities secured or imposed by its original charter and amendmentsthereto, or its existing charter, by filing:

(a) A certificate with the Secretary of State, whichmust set forth:

(1) The name of the corporation, which must bethe name of the corporation at the time of the renewal or revival, or its nameat the time its original charter expired.

(2) The name and street address of the lawfullydesignated resident agent of the filing corporation, and his mailing address ifdifferent from his street address.

(3) The date when the renewal or revival of thecharter is to commence or be effective, which may be, in cases of a revival,before the date of the certificate.

(4) Whether or not the renewal or revival is tobe perpetual, and, if not perpetual, the time for which the renewal or revivalis to continue.

(5) That the corporation desiring to renew orrevive its charter is, or has been, organized and carrying on the businessauthorized by its existing or original charter and amendments thereto, anddesires to renew or continue through revival its existence pursuant to andsubject to the provisions of this chapter.

(b) A list of its president, secretary and treasurerand all of its directors and their mailing or street addresses, eitherresidence or business.

2. A corporation whose charter has not expired and isbeing renewed shall cause the certificate to be signed by an officer of thecorporation. The certificate must be approved by a majority of thelast-appointed surviving directors.

3. A corporation seeking to revive its original oramended charter shall cause the certificate to be signed by its president orvice president and secretary or assistant secretary. The signing and filing ofthe certificate must be approved unanimously by the last-appointed survivingdirectors of the corporation and must contain a recital that unanimous consentwas secured. The corporation shall pay to the Secretary of State the feerequired to establish a new corporation pursuant to the provisions of thischapter.

4. The filed certificate, or a copy thereof which hasbeen certified under the hand and seal of the Secretary of State, must bereceived in all courts and places as prima facie evidence of the facts thereinstated and of the existence and incorporation of the corporation named therein.

(Added to NRS by 1995, 1120; A 1997, 2811; 1999, 1608; 2003, 3131; 2003, 20th SpecialSession, 55; 2005,2257)

 

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