reglab/statecodes huggingface dataset:
2023 Nevada Revised Statutes › Chapter 81 - Miscellaneous Organizations › NRS 81.945 - Means of providing notice; affidavit is prima facie evidence of proper notice.

1. Except as otherwise provided in NRS 81.941, notice may be provided by:
(a) Personal service;
(b) Electronic transmission;
(c) Mail; or
(d) Any other means of written communication.
2. An affidavit executed by a secretary, assistant secretary or transfer agent of a worker cooperative attesting that notice was served in accordance with NRS 81.939 to 81.949, inclusive, shall be deemed prima facie evidence that proper notice was given by the worker cooperative.
(Added to NRS by 2019, 910)
2023 Nevada Revised Statutes › Chapter 81 - Miscellaneous Organizations › NRS 81.947 - Address of notice to last known address in records; notice if no known address in records; notice if mailed notice is returned as undeliverable.

1. Except as otherwise provided in subsection 2, notice of a meeting given by mail or through other written communication pursuant to NRS 81.945 must be addressed to a member at his or her last known address as provided in the records of the worker cooperative.
2. If there is no known address of a member in the records:
(a) The worker cooperative must use the address of the principal place of business of the worker cooperative; or
(b) The notice must be published, one time, in a newspaper of general circulation in the county in which the principal place of business of the worker cooperative is located.
3. If a mailed notice of a meeting is returned by the United States Postal Service as being undeliverable to an address of a member, all future such notices shall be deemed to have been duly given unless the member makes a written demand to the worker cooperative for a copy of the notice, at which time the notice must be provided by the worker cooperative to the member if the demand was made within 1 year after the original notice was returned as undeliverable.
(Added to NRS by 2019, 910)
2023 Nevada Revised Statutes › Chapter 81 - Miscellaneous Organizations › NRS 81.949 - Electronic notice of meeting not authorized in certain circumstances.

Notice of a meeting may not be given by electronic transmission pursuant to NRS 81.945 if:
1. A worker cooperative is unable to deliver two consecutive notices to the member by electronic transmission; or
2. A secretary, assistant secretary, transfer agent or any other person knows that the notice is unable to be delivered by electronic transmission.
(Added to NRS by 2019, 911)
2023 Nevada Revised Statutes › Chapter 81 - Miscellaneous Organizations › NRS 81.951 - Meetings adjourned to another time or place.

1. Unless otherwise provided by the articles of incorporation or bylaws of a worker cooperative, when a meeting is adjourned to another time or place, notice of the adjournment need not be given to the members of the original meeting if the time and place that the meeting will commence is announced before the adjournment.
2. If an adjournment pursuant to subsection 1 is taken for more than 45 days, or if a new record date is set after an adjournment, notice of the adjournment must be given in accordance with NRS 81.939 to 81.951, inclusive, to each member entitled to vote.
3. At the commencement of the adjourned meeting, the worker cooperative may transact any business that would have been transacted at the original meeting.
(Added to NRS by 2019, 911)
2023 Nevada Revised Statutes › Chapter 81 - Miscellaneous Organizations › NRS 81.953 - Validity of business transacted at meeting that does not meet notice requirements; waivers of notice.

1. Any business transacted at a meeting that does not meet the notice requirements pursuant to NRS 81.939 to 81.951, inclusive, is valid if:
(a) There was a quorum of the members present at the meeting; and
(b) Each member not present at such a meeting:
(1) Was provided a written waiver of the notice;
(2) Consented to the holding of the meeting without his or her presence; or
(3) Approved the minutes of the meeting in writing.
2. The attendance of a person at a meeting constitutes waiver of the notice pursuant to subsection 1 unless the person objects at the beginning of the meeting to the transaction of business at the meeting on the basis of improper notice pursuant to NRS 81.939 to 81.951, inclusive.
3. A written waiver of notice is not required to include a provision for each item of business to be transacted at a meeting unless otherwise specified by the articles of incorporation or bylaws of the worker cooperative.
(Added to NRS by 2019, 911)
2023 Nevada Revised Statutes › Chapter 81 - Miscellaneous Organizations › NRS 81.955 - Use of written ballots.

1. Unless otherwise prohibited by the articles of incorporation or bylaws of a worker cooperative, the board of directors of the worker cooperative may authorize the distribution of a written ballot to every member entitled to vote at a meeting.
2. A ballot distributed pursuant to subsection 1 must:
(a) Set forth any proposed action to be taken at the meeting;
(b) Provide an opportunity for the member to approve or disapprove of any action; and
(c) State that unless the ballot is revoked by a member, the ballot will be counted if received by the worker cooperative on or before the time of the meeting.
3. A ballot may be revoked by a member pursuant to subsection 2 by the physical appearance and casting of a vote of the member at the meeting.
4. For the purposes of the subject matter of a written ballot, an unrevoked ballot is equivalent to the physical presence of a member at the meeting for purposes of determining a quorum.
5. If cumulative voting is permitted by the articles of incorporation or bylaws of a worker cooperative and the distribution of ballots is not prohibited pursuant to subsection 1, a ballot may be distributed for the election of a director.
(Added to NRS by 2019, 911)
2023 Nevada Revised Statutes › Chapter 81 - Miscellaneous Organizations › NRS 81.957 - Revocation of election to be governed as worker cooperative.

1. A worker cooperative may revoke its election to be governed as a worker cooperative pursuant to NRS 81.919:
(a) In a manner as provided by the articles of incorporation or bylaws of the worker cooperative, but by not less than a majority vote of the members; and
(b) Through a certificate of amendment filed pursuant to chapter 78 of NRS.
2. A worker cooperative that revokes its election pursuant to subsection 1 shall, in its certificate of amendment, provide for the conversion of membership shares and internal capital accounts or their conversion to securities or other property in a manner consistent with chapter 78 of NRS.
(Added to NRS by 2019, 913)
2023 Nevada Revised Statutes › Chapter 81 - Miscellaneous Organizations › NRS 81.959 - Consolidation or merger.

1. A worker cooperative that has not revoked its election pursuant to NRS 81.919 shall not consolidate or merge with another corporation unless such a corporation is also a worker cooperative.
2. Two or more worker cooperatives may merge in a manner consistent with chapters 78 and 92A of NRS.
(Added to NRS by 2019, 913)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.006 - Definitions.

As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 82.011 to 82.041, inclusive, have the meanings ascribed to them in those sections.
(Added to NRS by 1991, 1255; A 1999, 1601; 2003, 3121; 2007, 2658; 2011, 2795)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.011 - "Articles of incorporation" and "articles" defined.

"Articles of incorporation" and "articles" are synonymous terms and, unless the context otherwise requires, include all certificates filed pursuant to NRS 82.081, 82.346, 82.356 and 82.371 and any articles of merger filed pursuant to NRS 92A.005 to 92A.260, inclusive.
(Added to NRS by 1991, 1255; A 1993, 990; 1995, 2105; 2003, 3121; 2013, 773)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.021 - "Corporation for public benefit" defined.

"Corporation for public benefit" is a corporation formed or existing pursuant to this chapter that:
1. Is recognized as exempt under section 501(c)(3) of the Internal Revenue Code in effect on October 1, 1991, future amendments to that section and the corresponding provisions of future internal revenue laws; or
2. Is organized for a public or charitable purpose and which upon dissolution must distribute its assets to the United States, a state, or a person which is recognized as exempt under section 501(c)(3) of the Internal Revenue Code as amended.
(Added to NRS by 1991, 1256; A 1993, 990)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.031 - "Member" defined.

Unless otherwise provided in the articles or bylaws, the word "member" means, without regard to what a person is called in the articles or bylaws, any person who on more than one occasion has the right pursuant to the articles or bylaws to vote for the election of a director or directors. A person is not a member by virtue of any rights he or she has as a delegate or director or any rights he or she has to designate a director or directors.
(Added to NRS by 1991, 1256)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.051 - Applicability of chapter; effect of chapter on corporations existing before October 1, 1991.

1. This chapter applies to the following corporations:
(a) Corporations organized in this State on or after October 1, 1991, pursuant to the provisions of this chapter.
(b) Corporations existing on October 1, 1991, which were organized pursuant to the following repealed statutes as they existed on September 30, 1991, and any predecessor acts:
(1) NRS 81.290 to 81.340, inclusive;
(2) NRS 81.350 to 81.400, inclusive;
(3) NRS 83.010 to 83.100, inclusive;
(4) NRS 85.010 to 85.070, inclusive; and
(5) NRS 86.010 to 86.190, inclusive.
(c) Except where the following statutes are inconsistent with the provisions of this chapter, corporations existing on October 1, 1991, which were organized pursuant to:
(1) NRS 81.170 to 81.270, inclusive; and
(2) NRS 81.410 to 81.540, inclusive.
(d) Corporations organized pursuant to the statutes described in paragraphs (b) and (c):
(1) Which seek to renew or revive a charter which was revoked on or before October 1, 1991, in the manner provided in this chapter; or
(2) Whose charters are renewed or revived in the manner provided in this chapter.
(e) Corporations having shares of stock organized before and existing on October 1, 1991, pursuant to any provision of chapter 81 of NRS which elect to accept this chapter as provided in NRS 82.056.
2. The existence of a corporation described in paragraphs (b) to (e), inclusive, of subsection 1 formed or existing before October 1, 1991, and any liability, cause of action, right, privilege or immunity validly existing in favor of or against any such corporation on October 1, 1991, are not affected, abridged, taken away or impaired by this chapter, or by any change in the requirements for the formation of corporations provided by this chapter, or by the amendment or repeal of any laws under which the corporation was formed or created.
(Added to NRS by 1991, 1256; A 1995, 1121)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.056 - Election of existing corporation to accept chapter: Eligibility; procedure.

A corporation having shares of stock which was organized before October 1, 1991, pursuant to any provision of chapter 81 of NRS may elect to accept this chapter in the following manner:
1. If there are members or stockholders entitled to vote thereon, the board of directors must adopt a resolution recommending that the corporation accept this chapter and adopt new articles of incorporation conforming to this chapter and any other statutes pursuant to which the corporation may have been organized and directing that the question of such acceptance and adoption be submitted to a vote at an annual or special meeting of the members or stockholders entitled to vote thereon. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider electing to accept this chapter and adopting new articles of incorporation must be given to each member and stockholder entitled to vote at the meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. The election to accept this chapter and adopt new articles of incorporation require for adoption at least a majority of the votes which the members or stockholders present at the meeting in person or by proxy are entitled to cast.
2. If there are no members or stockholders entitled to vote thereon, election to accept this chapter and adopt new articles of incorporation conforming to the provisions of this chapter may be made at a meeting of the board of directors pursuant to majority vote of a quorum of the directors present at the meeting.
(Added to NRS by 1991, 1257; A 1993, 990)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.061 - Election of existing corporation to accept chapter: Filing requirements; contents.

1. A certificate of election to accept this chapter pursuant to NRS 82.056 must be signed by an officer of the corporation and must set forth:
(a) The name of the corporation.
(b) A statement by the corporation that it has elected to accept this chapter and adopt new articles of incorporation conforming to the provisions of this chapter and any other statutes pursuant to which the corporation may have been organized.
(c) If there are members or stockholders entitled to vote thereon, a statement setting forth the date of the meeting of the members or stockholders at which the election to accept this chapter and adopt new articles was made, that a quorum was present at the meeting and that acceptance and adoption was authorized by at least a majority of the votes which members or stockholders present at the meeting in person or by proxy were entitled to cast.
(d) If there are no members or stockholders entitled to vote thereon, a statement of that fact, the date of the meeting of the board of directors at which the election to accept and adopt was made, that a quorum was present at the meeting and that the acceptance and adoption were authorized by a majority vote of the directors present at the meeting.
(e) A statement that, in addition, the corporation followed the requirements of the law under which it was organized, its old articles of incorporation and its old bylaws so far as applicable in effecting the acceptance.
(f) A statement that the attached copy of the articles of incorporation of the corporation are the new articles of incorporation of the corporation.
(g) If the corporation has issued shares of stock, a statement of that fact including the number of shares theretofore authorized, the number issued and outstanding and that upon the effective date of the certificate of acceptance the authority of the corporation to issue shares of stock is thereby terminated.
2. The certificate so signed must be filed in the Office of the Secretary of State.
(Added to NRS by 1991, 1257; A 1993, 990; 1997, 710; 1999, 1601; 2003, 3122)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.063 - Election of board of directors of expired corporation to accept chapter: Eligibility; procedure; date of corporate existence.

1. The board of directors of a corporation without shares of stock which was organized before October 1, 1991, pursuant to any provision of chapter 81 of NRS or a predecessor statute and whose permissible term of existence as stated in the articles of incorporation has expired, may, within 10 years after the date of the expiration of its existence, elect to revive its charter and accept this chapter by adopting a resolution reviving the expired charter and adopting new articles of incorporation conforming to this chapter and any other statutes pursuant to which the corporation may have been organized. The new articles of incorporation need not contain the names, addresses, signatures or acknowledgments of the incorporators.
2. A certificate of election to accept this chapter pursuant to this section must be signed by an officer of the corporation and must set forth:
(a) The name of the corporation.
(b) A statement by the corporation that it has elected to accept this chapter and adopt new articles of incorporation conforming to the provisions of this chapter and any other statutes pursuant to which the corporation may have been organized.
(c) A statement by the corporation that since the expiration of its charter it has remained organized and continued to carry on the activities for which it was formed and authorized by its original articles of incorporation and amendments thereto, and desires to continue through revival its existence pursuant to and subject to the provisions of this chapter.
(d) A statement that the attached copy of the articles of incorporation of the corporation are the new articles of incorporation of the corporation.
(e) A statement setting forth the date of the meeting of the board of directors at which the election to accept and adopt was made, that a quorum was present at the meeting and that the acceptance and adoption were authorized by a majority vote of the directors present at the meeting.
(f) The information required pursuant to NRS 77.310.
3. The certificate so signed must be filed in the Office of the Secretary of State.
4. The new articles of incorporation become effective on the date of filing the certificate. The corporation’s existence continues from the date of expiration of the original term, with all the corporation’s rights, franchises, privileges and immunities and subject to all its existing and preexisting debts, duties and liabilities.
(Added to NRS by 1997, 709; A 1999, 607, 1602; 2003, 3122; 2007, 2658)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.066 - Election of existing and expired corporation to accept chapter: Effect.

Upon filing a certificate of acceptance, the election of a corporation to accept this chapter is effective and the corporation has the powers and privileges and is subject to the duties, restrictions, penalties and liabilities given to and imposed upon the corporation by this chapter and by any other statutes pursuant to which it was created. The articles of incorporation attached to the certificate are thereafter the articles of incorporation of the corporation. The holders of shares of stock issued by the corporation are thereafter members of the corporation with one vote for each share of stock so surrendered, unless the articles so adopted and attached to the certificate provide otherwise.
(Added to NRS by 1991, 1258; A 1997, 711)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.071 - Limitations on eligibility to organize under chapter.

1. An insurance company may be organized under this chapter, but such a corporation may not:
(a) Transact any such business within this State until it has first complied with all laws concerning or affecting the right to engage in such business; or
(b) Infringe on the laws of any other state or country in which it may intend to engage in business, by so organizing under this chapter.
2. No stock fire insurance company, surety company, express company, trust company, stock savings and loan association or savings bank or corporation organized for the purpose of conducting a banking business may be organized under this chapter.
(Added to NRS by 1991, 1258; A 2013, 1274)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.076 - Effect of amendment or repeal of chapter; chapter is part of corporation’s charter.

Every corporation created under this chapter, or availing itself of any of the provisions of this chapter, and all members and delegates of the corporation are bound by any amendment of this chapter in the future, including the repeal of any provisions. The amendment or repeal of these provisions does not take away or impair any remedy against any corporation, or its officers, for any liability previously incurred. This chapter, and all amendments thereof, are a part of the charter of every corporation, except so far as they are inapplicable or inappropriate to the objects of the corporation.
(Added to NRS by 1991, 1258)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.078 - Secretary of State authorized to adopt certain regulations to allow corporation to carry out powers and duties through most recent technology.

The Secretary of State may adopt regulations to define, for the purposes of certain provisions of this chapter, the terms "meeting," "writing," "written" and other terms to allow a corporation or other entity which is subject to the provisions of this chapter to carry out its powers and duties as prescribed by this chapter through the use of the most recent technology available including, without limitation, the use of electronic communications, videoconferencing and telecommunications.
(Added to NRS by 2011, 778)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.081 - Filing requirements; prohibition against establishment of nonprofit corporation for certain illegal purposes.

1. One or more natural persons may associate to establish a corporation no part of the income or profit of which is distributable to its members, directors or officers, except as otherwise provided in this chapter, for the transaction of any lawful business, or to promote or conduct any legitimate object or purpose, pursuant and subject to the requirements of this chapter, by signing and filing in the Office of the Secretary of State articles of incorporation. A person shall not establish a corporation pursuant to this chapter for any illegal purpose or with the fraudulent intent to conceal any business activity, or lack thereof, from another person or a governmental agency.
2. The Secretary of State shall require articles of incorporation to be in the form prescribed by NRS 82.086. If any articles are defective in this respect, the Secretary of State shall return them for correction.
(Added to NRS by 1991, 1258; A 1999, 1603; 2003, 3123; 2007, 2659; 2013, 850)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.086 - Articles of incorporation: Required provisions.

The articles of incorporation must set forth:
1. The name of the corporation. A name appearing to be that of a natural person and containing a given name or initials must not be used as a corporate name except with an additional word or words such as "Incorporated," "Inc.," "Limited," "Ltd.," "Company," "Co.," "Corporation," "Corp.," or other word which identifies it as not being a natural person.
2. The information required pursuant to NRS 77.310.
3. That the corporation is a nonprofit corporation.
4. The nature of the business, or objects or purposes proposed to be transacted, promoted or carried on by the corporation. It is sufficient to state, either alone or with other purposes, that the corporation may engage in any lawful activity, subject to expressed limitations, if any. Such a statement makes all lawful activities within the objects or purposes of the corporation.
5. The names and mailing or street addresses, residence or business, of the first board of directors or trustees, together with any desired provisions relative to the right to change the number of directors.
6. The names and mailing or street address, residence or business, of each of the incorporators signing the articles of incorporation.
(Added to NRS by 1991, 1259; A 1993, 991; 1995, 2105; 1999, 1603; 2003, 3123; 2007, 2659)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.091 - Articles of incorporation: Optional provisions.

The articles of incorporation may also contain:
1. Any provision subordinating the corporation to the authority of a superior organization or any person, and providing for its dissolution when its charter is surrendered to, taken away by or revoked by the superior organization or any person granting it.
2. Any provision providing that, upon dissolution of the corporation and the payment of its debts and the provision for other matters as required by this chapter, the assets of the corporation must be distributed to the superior organization or any person.
3. Any provision allowing members or directors, or classes of members or directors, to have more or less than one vote in any election or any other matter presented to the members or directors for a vote.
4. Any provision allowing or providing for delegates with some or all the authority of members.
5. Any provision, not contrary to the laws of this State, for the management of the business and for the conduct of the affairs of the corporation, and any provision creating, defining, limiting or regulating the powers of the corporation or the rights, powers or duties of the directors, members, if any, or delegates, if any, or any class of members, delegates, or directors, or the holders of bonds or other obligations of the corporation.
(Added to NRS by 1991, 1259)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.096 - Name of corporation: Distinguishable name required; availability of name of revoked, merged or otherwise terminated corporation; regulations.

1. The name proposed for a corporation must be distinguishable on the records of the Secretary of State from the names of all other artificial persons formed, organized, registered or qualified pursuant to the provisions of this title that are on file in the Office of the Secretary of State and all names that are reserved in the Office of the Secretary of State pursuant to the provisions of this title. If a proposed name is not so distinguishable, the Secretary of State shall return the articles of incorporation containing it to the incorporator, unless the written, acknowledged consent of the holder of the name on file or reserved name to use the same name or the requested similar name accompanies the articles of incorporation.
2. For the purposes of this section and NRS 82.101, a proposed name is not distinguishable from a name on file or reserved name solely because one or the other contains distinctive lettering, a distinctive mark, a trademark or a trade name, or any combination of these.
3. The name of a corporation whose charter has been revoked, which has merged and is not the surviving entity or whose existence has otherwise terminated is available for use by any other artificial person.
4. The Secretary of State may adopt regulations that interpret the requirements of this section.
(Added to NRS by 1991, 1259; A 1993, 992; 1997, 2810; 1999, 1604)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.101 - Name of corporation: Reservation; injunctive relief.

1. The Secretary of State, when requested to do so, shall reserve, for a period of 90 days, the right to use any name available under NRS 82.096 for the use of any proposed corporation. During the period, a name so reserved is not available for use or reservation by any other artificial person forming, organizing, registering or qualifying in the Office of the Secretary of State pursuant to the provisions of this title without the written, acknowledged consent of the person at whose request the reservation was made.
2. The use by any other artificial person of a name in violation of subsection 1 or NRS 82.096 may be enjoined, even if the record under which the artificial person is formed, organized, registered or qualified has been filed by the Secretary of State.
(Added to NRS by 1991, 1260; A 1993, 992; 1999, 1604; 2003, 3124)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.111 - Commencement of corporate existence.

1. Upon the filing of the articles of incorporation pursuant to NRS 82.081 and the payment of the filing fees, the Secretary of State shall issue to the corporation a certificate that the articles, containing the required statement of facts, have been filed. Upon the filing of the articles, the corporation is a body corporate, by the name set forth in the articles, subject to the forfeiture of its charter and dissolution as provided in this chapter.
2. The filing of the articles does not, by itself, constitute commencement of business by the corporation.
(Added to NRS by 1991, 1260; A 2007, 2660)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.116 - Acceptable evidence of incorporation.

A copy of any articles of incorporation filed pursuant to this chapter, and certified by the Secretary of State under the official seal of the Secretary of State, must be received in all courts and places as prima facie evidence of the facts therein stated and of the existence and due incorporation of the corporation therein named.
(Added to NRS by 1991, 1261; A 1993, 993)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.121 - General powers.

1. A corporation:
(a) Has all the rights, privileges and powers hereby conferred.
(b) Has such rights, privileges and powers as may be conferred upon corporations by any existing law.
(c) May at any time exercise those rights, privileges and powers, when not inconsistent with the provisions of this chapter, or with the purposes and objects for which the corporation is organized.
2. Every corporation, by virtue of its existence as such, may:
(a) Have succession by its corporate name for the period limited in its articles of incorporation, and when no period is limited, perpetually, or until it is dissolved and its affairs are wound up according to law.
(b) Sue and be sued in any court of law or equity.
(c) Make contracts.
(d) Hold, purchase and convey real and personal estate and mortgage or lease any such real and personal estate with its franchises. The power to hold real and personal estate includes the power to take it by devise or bequest in this State, or in any other state, territory or country.
(e) Appoint such officers and agents as the affairs of the corporation require, and allow them suitable compensation.
(f) Make bylaws not inconsistent with the Constitution or laws of the United States, or of this State, for the management, regulation and government of its affairs and property, the transfer of its memberships, if any, the transaction of its business, and the calling and holding of meetings of its members, if any, or delegates, if any.
(g) Wind up and dissolve itself, or be wound up or dissolved, in the manner mentioned in this chapter.
(Added to NRS by 1991, 1261; A 1993, 993)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.126 - Adoption and use of corporate seal or stamp.

1. Every corporation, by virtue of its existence as such, may adopt and use a common seal or stamp, and alter it at pleasure.
2. The use of a seal or stamp by a corporation on any corporate record is not necessary. The corporation may use a seal or stamp, if it desires, but use or failure to use does not in any way affect the legality of the record.
(Added to NRS by 1991, 1261; A 2003, 3124)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.136 - Restrictions: Issuance of stock; pecuniary gain of members; distributions.

1. A corporation must not have or issue shares of stock.
2. A corporation must not be formed for a purpose involving pecuniary gain to its members.
3. A corporation must not distribute any gain, profits or dividends to any member, except as otherwise provided in this chapter or upon dissolution or final liquidation as provided in this chapter and in the corporation’s articles and bylaws.
(Added to NRS by 1991, 1270)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.183 - Records to be provided to Secretary of State; requirement to assist in criminal investigation; failure to comply; regulations.

1. Upon the request of the Secretary of State, a corporation shall provide the Secretary of State with the name and contact information of the custodian of the members’ ledger or duplicate members’ ledger kept pursuant to subsection 1 of NRS 82.181. The information required pursuant to this subsection shall be kept confidential by the Secretary of State.
2. Upon the request of any law enforcement agency in the course of a criminal investigation, the Secretary of State may require a corporation to answer any interrogatory submitted by the Secretary of State that will assist in the criminal investigation.
3. If a corporation fails to comply with any requirement pursuant to subsection 2, the Secretary of State may take any action necessary, including, without limitation, the suspension or revocation of the right of the corporation to transact business in this State.
4. The Secretary of State shall not reinstate or revive the right of a corporation to transact business in this State that was revoked or suspended pursuant to subsection 3 unless:
(a) The corporation complies with the requirements of subsection 2; or
(b) The law enforcement agency conducting the investigation advises the Secretary of State to reinstate or revive the right of the corporation to transact business in this State.
5. The Secretary of State may adopt regulations to administer the provisions of this section.
(Added to NRS by 2007, 1321; A 2009, 1686, 2832; 2015, 1287)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.186 - Right of members and directors to inspect and copy records; denial of inspection; civil liability; defense to action for penalties or damages.

1. Any director or person authorized in writing by at least 15 percent of the members of the corporation upon at least 5 days’ written demand is entitled to inspect in person or by agent or attorney, during normal business hours, the books of account and all financial records of the corporation and to make extracts therefrom. The right of members and directors to inspect the corporate records may not be limited in the articles or bylaws of any corporation.
2. All costs for making extracts of records must be borne by the person exercising rights under subsection 1.
3. The rights authorized by subsection 1 may be denied to a director or member upon the refusal of the director or member to furnish the corporation an affidavit that such inspection, extracts or audit is not desired for any purpose not related to his or her interest in the corporation as a director or member. Any director or member or other person, exercising rights under subsection 1, who uses or attempts to use information, records or other data obtained from the corporation, for any purpose not related to his or her interest in the corporation as a director or member, is guilty of a gross misdemeanor.
4. A director or member who brings an action or proceeding to enforce any right under this section or to recover damages resulting from its denial:
(a) Is entitled to costs and reasonable attorney’s fees, if he or she prevails; or
(b) Is liable for such costs and fees, if he or she does not prevail, in the action or proceeding.
5. It is a defense to any action to enforce the provisions of this section or for damages or penalties under this section that the person seeking an inspection of the books of account and financial records, or extracts thereof, has used or intends to use any such accounts and records for any of the following reasons:
(a) For any commercial purpose or purpose in competition with the corporation;
(b) To sell to any person; or
(c) For any other purpose not related to his or her interest as a member or director.
6. The rights and remedies of this section are not available to members of any corporation that makes available at no cost to its members a detailed annual financial statement.
(Added to NRS by 1991, 1266; A 2003, 3125)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.188 - Manner of storage of records; conversion of electronic records into clear and legible paper form; admissibility in evidence of electronic records.

1. Except as otherwise required by federal or state law, any records maintained by a corporation in its regular course of business may be kept on, or by means of, any information processing system or other information storage device or medium, including, without limitation, a blockchain, or in the form of an electronic record.
2. A corporation shall convert within a reasonable time any records that are kept in a manner described in subsection 1 into clear and legible paper form upon the request of any person entitled to inspect the records maintained by the corporation pursuant to any provision of this chapter. If a requested record is kept on, or by means of, a blockchain, the corporation is not required to convert the entire blockchain into paper form but shall be deemed to comply with the requirements of this subsection by converting the requested record into paper form.
3. A clear and legible paper form produced from records that are kept in a manner described in subsection 1 is admissible in evidence and accepted for all other purposes to the same extent as an original paper record with the same information if the paper form portrays the record accurately.
(Added to NRS by 2019, 2822)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.193 - Registered agent required; applicable law regarding registered agent and registered office; applicable law regarding annual list and defaulting corporations; default and reinstatement of corporation which is unit-owners’ association; fees.

1. A corporation shall have a registered agent in the manner provided in NRS 78.090 and 78.097. The registered agent and the corporation shall comply with the provisions of those sections.
2. Upon notification from the Administrator of the Real Estate Division of the Department of Business and Industry that a corporation which is a unit-owners’ association as defined in NRS 116.011 or 116B.030 has failed to register pursuant to NRS 116.31158 or 116B.625 or failed to pay the fees pursuant to NRS 116.31155 or 116B.620, the Secretary of State shall deem the corporation to be in default. If, after the corporation is deemed to be in default, the Administrator notifies the Secretary of State that the corporation has registered pursuant to NRS 116.31158 or 116B.625 and paid the fees pursuant to NRS 116.31155 or 116B.620, the Secretary of State shall reinstate the corporation if the corporation complies with the requirements for reinstatement as provided in this section and NRS 78.180 and 78.185.
3. A corporation is subject to the provisions of NRS 78.150 to 78.185, inclusive, except that:
(a) The fee for filing a list is $50;
(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, 20th Special Session, 53; 2007, 2283, 2660; 2015, 2908)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.196 - Board of directors or trustees: Number and qualifications of members.

Every corporation must be managed by a board of directors or trustees, all of whom must be at least 18 years of age. Every corporation must have at least one director or trustee. All corporations may provide in their articles or bylaws for a fixed number of directors or a variable number of directors within a fixed minimum and maximum, and for the manner in which the number of directors may be increased or decreased. Unless otherwise provided in the articles, directors need not be members. The articles or bylaws may provide that some or all the directors or trustees must be chosen by specified persons or by public officials.
(Added to NRS by 1991, 1267; A 1993, 996)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.198 - Board of directors or trustees: Selection of members when corporation owns or leases mobile home park.

1. Notwithstanding any provision of law to the contrary, if a corporation for public benefit owns or leases a mobile home park:
(a) The board of directors or trustees which controls the mobile home park must be selected as set forth in NRS 461A.215; and
(b) The provisions of NRS 461A.215 govern the operation of the corporation and the mobile home park.
2. As used in this section:
(a) "Board of directors or trustees which controls the mobile home park" has the meaning ascribed to it in NRS 461A.215.
(b) "Owns or leases a mobile home park" has the meaning ascribed to it in NRS 461A.215.
(Added to NRS by 2005, 1604)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.201 - Board of directors or trustees: General powers.

1. Subject only to such limitations as may be provided by this chapter, or the articles, the board of directors or trustees has full control over the affairs of the corporation.
2. Unless otherwise provided in the articles and subject to the bylaws adopted by the members, if any, directors may make the bylaws of the corporation.
(Added to NRS by 1991, 1267)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.206 - Committees of board of directors: Designation; powers; names; membership.

1. Unless otherwise provided in the articles or bylaws, the board of directors may designate one or more committees which, to the extent provided in the bylaws or in the resolution or resolutions designating such committee or committees, have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, and may have power to authorize the seal of the corporation to be affixed to all papers on which the corporation desires to place a seal.
2. The committee or committees may have such name or names as may be stated in the bylaws or as may be determined from time to time by resolution adopted by the board of directors.
3. Each committee must have at least one director. Unless it is otherwise provided in the articles or bylaws, the board of directors may appoint natural persons who are not directors to serve on the committees.
4. No such committee may:
(a) Amend, alter or repeal the bylaws;
(b) Elect, appoint or remove any member of any such committee or any director of the corporation;
(c) Amend or repeal the articles, adopt a plan of merger or a plan of consolidation with another corporation;
(d) Authorize the sale, lease or exchange of all of the property and assets of the corporation;
(e) Authorize the voluntary dissolution of the corporation or revoke proceedings therefor;
(f) Adopt a plan for the distribution of the assets of the corporation; or
(g) Amend, alter or repeal any resolution of the board of directors unless it provides by its terms that it may be amended, altered or repealed by a committee.
(Added to NRS by 1991, 1267; A 2009, 1687)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.211 - Officers of corporation: Selection; terms; duties.

1. Every corporation must have a president or a chair of the board, a secretary and a treasurer.
2. Every corporation may also have one or more vice presidents, assistant secretaries and assistant treasurers, and such other officers and agents as may be deemed necessary.
3. All officers must be natural persons and must be chosen in such manner, hold their offices for such terms and have such powers and duties as may be prescribed by the bylaws or determined by the board of directors.
4. An officer holds office after the expiration of his or her term until a successor is chosen or until the officer’s resignation or removal before the expiration of his or her term. A failure to elect officers does not require the corporation to be dissolved. Any vacancy occurring in an office of the corporation by death, resignation, removal or otherwise, must be filled as the bylaws provide, or in the absence of such a provision, by the board of directors.
5. Any natural person may hold two or more offices.
(Added to NRS by 1991, 1268; A 1993, 997)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.216 - Authority of directors and representatives of corporation.

1. The statement in the articles or bylaws of the objects, purposes, powers and authorized business of the corporation constitutes, as between the corporation and its directors, officers or members, an authorization to the directors and a limitation upon the actual authority of the representatives of the corporation. These limitations may be asserted in a proceeding by a director or a member entitled to vote for the election of directors or the Attorney General to enjoin the doing or continuation of unauthorized business by the corporation or its officers, or both, in cases where third parties have not acquired rights thereby, or to dissolve the corporation, or in a proceeding by the corporation, a director or a member entitled to vote for the election of directors suing in a representative suit against the officers or directors of the corporation for violation of their authority.
2. No limitation upon the business, purposes or powers of the corporation or upon the powers of the members, officers or directors, or the manner of exercise of such powers, contained in or implied by the articles or bylaws may be asserted as between the corporation, the directors or members and any third person.
3. Any contract or conveyance, otherwise lawful, made in the name of a corporation, which is authorized or ratified by the directors, or is done within the scope of the authority, actual or apparent, given by the directors, binds the corporation, and the corporation acquires rights thereunder, whether the contract is signed or is wholly or in part executory.
(Added to NRS by 1991, 1268; A 2003, 3126)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.221 - Directors and officers: Exercise of powers and performance of duties; personal liability.

1. Directors and officers shall exercise their powers in good faith and with a view to the interests of the corporation.
2. In performing their respective duties, directors and officers are entitled to rely on information, opinions, reports, books of account or statements, including financial statements and other financial data, that are prepared or presented by:
(a) One or more directors, officers or employees of the corporation reasonably believed to be reliable and competent in the matters prepared or presented;
(b) Counsel, public accountants or other persons as to matters reasonably believed to be within the preparer or presenter’s professional or expert competence; or
(c) A committee upon which the person relying thereon does not serve, established in accordance with NRS 82.206 as to matters within the committee’s designated authority and matters on which the committee is reasonably believed to merit confidence,
but a director or officer is not entitled to rely on such information, opinions, reports, books of account or statements if the director or officer has knowledge concerning the matter in question that would cause reliance thereon to be unwarranted.
3. A director or officer must not be found to have failed to exercise his or her powers in good faith and with a view to the interests of the corporation unless it is proved by clear and convincing evidence that the director or officer has not acted in good faith and in a manner reasonably believed by him or her to be with a view to the interests of the corporation.
4. Except as otherwise provided in the articles of incorporation or NRS 82.136 and 82.536 and chapter 35 of NRS, no action may be brought against an officer or director of a corporation based on any act or omission arising from failure in his or her official capacity to exercise due care regarding the management or operation of the corporation unless the act or omission involves intentional misconduct, fraud or knowing violation of the law.
5. The articles of incorporation may impose greater liability on a director or officer of a corporation than that imposed by subsection 4.
(Added to NRS by 1991, 1269; A 1993, 997)