reglab/statecodes huggingface dataset:
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.226 - Restrictions on transactions involving interested directors or officers; compensation of directors.

1. No contract or other transaction between a corporation and one or more of its directors or officers, or between a corporation and any corporation, firm or association in which one or more of its directors or officers are directors or officers or are financially interested, is void or voidable solely for this reason or solely because any such director or officer is present at the meeting of the board of directors or a committee thereof which authorizes or approves the contract or transaction, or because the vote or votes of common or interested directors are counted for such purpose, if the circumstances specified in any of the following paragraphs exist:
(a) The fact of the common directorship, office or financial interest is disclosed or known to the board of directors or committee and noted in the minutes, and the board or committee authorizes, approves or ratifies the contract or transaction in good faith by a vote sufficient for the purpose without counting the vote or votes of the common or interested director or directors.
(b) The fact of the common directorship, office or financial interest is disclosed or known to the members, if any, and they approve or ratify the contract or transaction in good faith by a vote sufficient for the purpose. The votes of the common or interested directors or officers must be counted in any such vote of members.
(c) The fact of the common directorship or financial interest is not disclosed or known to the director or officer at the time the transaction is brought before the board of directors of the corporation for action.
(d) The contract or transaction is fair as to the corporation at the time it is authorized or approved.
2. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or a committee thereof which authorizes, approves or ratifies a contract or transaction, and if the votes of the common or interested directors are not counted at the meeting, then a majority of the disinterested directors may authorize, approve or ratify a contract or transaction.
3. Unless otherwise provided in the articles or the bylaws, the board of directors may fix the compensation of directors for services in any capacity.
(Added to NRS by 1991, 1269; A 1993, 998, 999)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.231 - Powers of corporation; classes, qualifications and rights of members; term of membership.

1. A corporation may have one or more classes of members or may have no members. In the absence of a provision in its articles or bylaws providing for members, a corporation has no members.
2. A corporation may admit any person as a member. The articles or bylaws may establish criteria or procedures for admission. A person may not be admitted as a member without his or her express or implied consent. For the purposes of this subsection and unless otherwise provided in a corporation’s articles or bylaws, consent includes, but is not limited to:
(a) Contracting for or acceptance of products or services from the corporation;
(b) Acceptance of benefits of membership knowing that the benefits are available only to members; or
(c) Taking some other affirmative action that confers benefits of membership.
If the articles or bylaws provide that a person who contributes to the corporation is a member, a contribution is consent.
3. Except as provided in its articles or bylaws, a corporation may admit members for no consideration or for consideration, as is determined by the board.
4. Members are of one class unless the articles establish, or authorize the board or members to establish, more than one class. Members are entitled to vote and have equal rights and preferences in matters not otherwise provided for by the board or members, unless and to the extent that the articles or bylaws have fixed or limited the rights and preferences of members or different classes of members or provide for nonvoting members. The articles or bylaws may fix the term of membership.
5. A corporation may issue certificates showing membership in the corporation.
(Added to NRS by 1991, 1270)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.236 - Transfer of membership.

1. Except as otherwise provided in the articles or bylaws, a member of a corporation may not transfer a membership or a right arising from it.
2. Where rights of transfer have been provided, a restriction on them is not binding with respect to a member holding a membership issued before the adoption of the restriction unless the restriction is approved by the members and the affected member.
(Added to NRS by 1991, 1271)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.241 - Personal liability of members; imposition of dues, assessments or fees.

1. A member of a corporation is not, as such, personally liable for the acts, debts, liabilities or obligations of the corporation.
2. When authority to do so is conferred by the articles or bylaws and subject to any limitations contained in the articles or bylaws, a corporation may levy dues, assessments or fees upon its members. The dues, assessments or fees may be imposed upon all classes of members alike or differently upon different classes of members. Members of one or more classes may be exempted.
3. A corporation in its articles or bylaws may:
(a) Fix the amount of the levy and the method of collection of dues, assessments or fees; or
(b) Authorize the directors to fix the amount from time to time and determine the methods of collection.
4. A corporation in its articles and bylaws may provide for:
(a) The enforcement or collection of dues, assessments or fees;
(b) The cancellation of membership, on reasonable notice, for nonpayment of dues, assessments or fees; and
(c) The reinstatement of membership.
(Added to NRS by 1991, 1271)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.246 - Resignation.

1. Except as otherwise provided in subsection 2, and unless otherwise provided in its articles or bylaws, a member of a corporation may resign at any time. The resignation of a member does not relieve the member from any obligations the member may have to the corporation for dues, assessments or fees or charges for goods or services. No member may avoid liability for dues, assessments, fees or charges by resigning if the member owes them as a condition of or by reason of the ownership of an interest in real property.
2. Unless otherwise provided in its articles or bylaws, no member of a corporation, including, but not limited to, a cooperative corporation, which supplies services described in chapter 704 of NRS to its members only, and no person who is a member of a corporation as a condition of or by reason of the ownership of an interest in real property, may resign pursuant to subsection 1.
(Added to NRS by 1991, 1271)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.251 - Expulsion of member; suspension or termination of membership.

1. A member may not be expelled or suspended, and a membership may not be terminated or suspended, except pursuant to a procedure that is fair and reasonable and is carried out in good faith. This section does not apply to the termination of a membership at the end of a fixed term.
2. A procedure is fair and reasonable when it is fair and reasonable taking into consideration all of the relevant facts and circumstances. In addition, a procedure is fair and reasonable if it provides:
(a) Not less than 15 days’ prior written notice of the expulsion, suspension or termination, and the reasons for it; and
(b) An opportunity for the member to be heard, orally or in writing, not less than 5 days before the effective date of the expulsion, suspension or termination by a person authorized to decide that the proposed expulsion, termination or suspension not take place.
3. A proceeding challenging an expulsion, suspension or termination, including a proceeding in which defective notice is alleged, must be begun within 1 year after the effective date of the expulsion, suspension or termination.
4. The expulsion or suspension of a member, or termination of a membership, does not relieve the member from obligations the member may have to the corporation for dues, assessments or fees or charges for goods or services.
(Added to NRS by 1991, 1272)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.261 - Delegates.

A corporation may provide in its articles or bylaws for delegates having some or all the authority of members. The articles or bylaws may set forth provisions relating to:
1. The characteristics, qualifications, rights and limitations of representation, the geographical areas or districts delegates may represent, and the obligations of the delegates, including their selection and removal;
2. Calling, giving notice of, holding, and conducting meetings of delegates; and
3. Carrying on corporate activities during and between meetings of delegates.
(Added to NRS by 1991, 1272)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.266 - Place of members’, delegates’ and directors’ meetings.

Meetings of members, if any, delegates, if any, and directors of any corporation may be held within or without this State, in the manner provided by the articles or bylaws of the corporation. The articles or bylaws may designate any place or places where the members’ or directors’ meetings may be held.
(Added to NRS by 1991, 1272)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.271 - Meetings of board of directors or delegates: Quorum; consent to action taken without meeting; alternative means for participating at meeting.

1. Unless the articles or the bylaws provide for a different proportion, a majority of the board of directors or delegates of the corporation, at a meeting duly assembled, is necessary to constitute a quorum for the transaction of business at their respective meetings, and the act of a majority of the directors or delegates present at a meeting at which a quorum is present is the act of the board of directors or delegates.
2. Unless otherwise restricted by the articles or bylaws, any action required or permitted to be taken at any meeting of the board of directors or the delegates or of any committee thereof may be taken without a meeting if, before or after the action, a written consent thereto is signed by a majority of the board of directors or the delegates or of such committee. If the vote of a different proportion of the directors or delegates is required for an action, then the different proportion of written consents is required.
3. Unless otherwise restricted by the articles or bylaws, members of the board of directors, the delegates or any committee designated by the board or the delegates may participate in a meeting through electronic communications, videoconferencing, teleconferencing or other available technology which allows the participants to communicate simultaneously or sequentially. Participating in a meeting pursuant to this subsection constitutes presence in person at the meeting.
(Added to NRS by 1991, 1272; A 1993, 1000; 1997, 711; 2011, 778)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.276 - Consent of members in lieu of meeting; alternative means for participating at meeting.

1. Unless otherwise provided in the articles or bylaws, any action which may be taken by the vote of members at a meeting may be taken without a meeting if authorized by the written consent of members holding at least a majority of the voting power, except that:
(a) If any greater proportion of voting power is required for such an action at a meeting, then the greater proportion of written consents is required; and
(b) This general provision for action by written consent does not supersede any specific provision for action by written consent contained in this chapter.
2. In no instance where action is authorized by written consent need a meeting of members be called or notice given.
3. Unless otherwise restricted by the articles or bylaws, members may participate in a meeting through electronic communications, videoconferencing, teleconferencing or other available technology which allows the members to communicate simultaneously or sequentially. Participating in a meeting pursuant to this subsection constitutes presence in person at the meeting.
(Added to NRS by 1991, 1273; A 1993, 1000; 1997, 712; 2011, 778)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.281 - Actions at meetings not regularly called: Consent, ratification and approval.

1. Whenever all persons entitled to vote at any meeting, whether of directors, trustees, delegates or members, consent by:
(a) A writing on the records of the meeting or filed with the secretary;
(b) Presence at the meeting and oral consent entered on the minutes; or
(c) Taking part in the deliberations at the meeting without objection,
the actions taken at the meeting are as valid as if they had been taken at a meeting which was regularly called after notice was given.
2. At the meeting any business may be transacted which is not excepted from the written consent or to the consideration of which no objection for want of notice is made at the time.
3. If any meeting is irregular for want of notice or of consent, if a quorum was present at the meeting, the proceedings of the meeting may be ratified and approved and rendered likewise valid and the irregularity or defect waived by a writing signed by all persons having the right to vote at the meeting.
4. Unless otherwise provided in the articles or bylaws, the consent or approval of delegates or members may be by proxy or attorney, but all such proxies and powers of attorney must be in writing.
(Added to NRS by 1991, 1273)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.286 - Election of directors and delegates; classification of directors.

1. If a corporation has members entitled to vote for the election of directors, or for the election of delegates who vote for the election of directors, unless elected pursuant to NRS 82.271 or 82.276, and subject to subsection 2, the directors or delegates of every corporation must be chosen at the annual meeting of the members or delegates, to be held on a date and at a time and in the manner provided for in the bylaws, by a plurality of the votes cast at the election. If for any reason the directors are not elected pursuant to NRS 82.271 or 82.276 or at the annual meeting of the members or delegates, they may be elected at any special meeting of the members which is called and held for that purpose.
2. The articles or bylaws may provide for the classification of directors as to their respective terms of office, their election by one or more authorized classes or series of members or delegates, their election by members or delegates in geographic areas, districts or precincts, and their election annually by ballot instead of at an annual meeting.
(Added to NRS by 1991, 1274; A 1993, 1000)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.291 - Meetings of members or delegates: Quorum.

Unless otherwise provided in the articles or bylaws, a quorum for a meeting of members is 10 percent of the voting power of the members entitled to vote and a quorum for a meeting of delegates is a majority of the voting power of the delegates. An amendment to the bylaws to increase the quorum required for any action by the members or delegates must be approved by the members.
(Added to NRS by 1991, 1274; A 1993, 1001)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.296 - Directors: Removal; filling of vacancies.

1. Any director may be removed from office by the vote of members, if any, representing not less than a majority of the voting power of the members entitled to vote for the election of the director being removed or a majority of the voting power of the members entitled to vote for delegates who vote for the election of the director being removed, but:
(a) In case of corporations which have provided in their articles or bylaws for the election of directors by cumulative voting, no director may be removed from office under the provisions of this section except upon the vote of members holding sufficient voting power to have prevented the director’s election to office in the first instance; and
(b) The articles or bylaws may require the concurrence of a larger percentage of the members entitled to voting power in order to remove a director.
2. If there are no members entitled to vote for the election of directors or entitled to vote for delegates who vote for the election of directors, any director may be removed from office by a majority vote of those directors entitled to vote for the director being removed.
3. Except as otherwise provided in the articles or bylaws, a director appointed by public officials or other persons specified in the articles or bylaws may be removed with or without cause by a written notice from the person or public official who appointed the director being removed, delivered to the chair of the board or president of the corporation. The vacancy created may be filled by that public officer or other person.
4. Except as provided in subsection 3, all vacancies, including those caused by an increase in the number of directors, may be filled by a majority of the remaining directors, though less than a quorum, unless it is otherwise provided in the articles or bylaws.
5. Unless otherwise provided in the articles or bylaws, when one or more directors give notice of resignation to the board, effective at a future date, the board may fill the vacancy or vacancies to take effect when the resignation or resignations become effective. Each director so appointed holds office during the remainder of the term of office of the resigning director or directors.
(Added to NRS by 1991, 1274)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.306 - Election of directors by order of court upon failure of regular election.

1. If any corporation fails to elect directors within 18 months after the last election of directors required by NRS 82.286, the district court has jurisdiction in equity, upon application of any one or more of the members of the corporation representing 10 percent of the voting power of the members entitled to vote for the election of directors or for the election of delegates who are entitled to elect directors, or 50 members, whichever is less, to order the election of directors as required by NRS 82.286.
2. The application must be made by petition filed in the county where the principal office of the corporation is located or, if the principal office is not located in this State, in the county in which the corporation’s registered office is located, and must be brought on behalf of all members desiring to be joined therein. Such notice must be given to the corporation and the members as the court may direct.
(Added to NRS by 1991, 1275; A 1993, 1001; 2007, 2660; 2009, 1687)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.311 - Provisional director: Appointment; qualifications; rights and powers; removal.

1. Any director or one-third of the members may apply to the district court to appoint one person to be a provisional director when the business of the corporation is suffering or is threatened with irreparable injury because the directors are so divided respecting the management of the affairs of the corporation that the required vote for action by the board of directors cannot be obtained and the members, if any, are unable to terminate this division.
2. A provisional director must be an impartial person, who is neither a member nor a creditor of the corporation, nor related by consanguinity or affinity within the third degree according to the common law to any of the other directors of the corporation. A provisional director has all the rights and powers of a director until the provisional director is removed by order of the court or by approval of one-third of the members, if any, or majority of the directors, not counting the provisional director. The provisional director is entitled to compensation as fixed by the court unless otherwise agreed with the corporation.
(Added to NRS by 1991, 1275)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.316 - Determination of members entitled to notice of and to vote at meeting; fixing of date when members entitled to give consent in lieu of meeting.

1. Unless contrary provisions are contained in the articles or bylaws, the directors may prescribe a period not exceeding 60 days before any meeting of the members during which no transfer of memberships on the books of the corporation may be made, or may fix a day not more than 60 days before the holding of any meeting of members as the day as of which members entitled to notice of and to vote at the meeting must be determined. Only members of record on that day are entitled to notice or to vote at the meeting.
2. The directors may adopt a resolution prescribing a date upon which the members of record are entitled to give written consent pursuant to NRS 82.276. The date prescribed by the directors may not precede nor be more than 10 days after the date the resolution is adopted by the directors. If the directors do not adopt a resolution prescribing a date upon which the members of record are entitled to give written consent pursuant to NRS 82.276 and:
(a) No prior action by the directors is required by this chapter, the date is the first date on which a valid written consent is delivered in accordance with the provisions of NRS 82.276.
(b) Prior action by the directors is required by this chapter, the date is at the close of business on the day on which the directors adopt the resolution taking the required action.
(Added to NRS by 1991, 1275)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.321 - Members’ proxies.

1. At any meeting of the members of any corporation, any member may designate another person or persons to act as a proxy or proxies. If a member designates two or more persons to act as proxies, a majority of those persons present at the meeting, or, if only one is present, then that one, have and may exercise all of the powers conferred by the member upon all of the persons so designated unless the member provides otherwise.
2. Without limiting the manner in which a member may authorize another person or persons to act for him or her as proxy pursuant to subsection 1, the following constitutes valid means by which a member may grant such authority:
(a) A member may sign a writing authorizing another person or persons to act for him or her as proxy.
(b) A member may authorize another person or persons to act for him or her as proxy by transmitting or authorizing the transmission of a telegram, cablegram or other means of electronic transmission to the person who will be the holder of the proxy or to a firm which solicits proxies, or like agent authorized by the person who will be the holder of the proxy to receive the transmission. Any such telegram, cablegram or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the member. If it is determined that the telegram, cablegram or other electronic transmission is valid, the persons appointed by the corporation to count the votes of members and determine the validity of proxies and ballots or other persons making those determinations must specify the information upon which they relied.
3. Any copy, communication by telecopier, or other reliable reproduction of the writing or transmission created pursuant to subsection 2 may be substituted for the original writing or transmission for any purpose for which the original writing or transmission could be used, if the copy, communication by telecopier, or other reproduction is a complete reproduction of the entire original writing or transmission.
4. No such proxy is valid after the expiration of 6 months from the date of its creation, unless coupled with an interest, or unless the member specifies in it the length of time for which it is to continue in force, which may not exceed 7 years from the date of its creation. Subject to these restrictions, any proxy properly created is not revoked and continues in full force and effect until another instrument or transmission revoking it or a properly created proxy bearing a later date is filed with or transmitted to the secretary of the corporation or another person or persons appointed by the corporation to count the votes of members and determine the validity of proxies and ballots.
(Added to NRS by 1991, 1276; A 2003, 3127)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.326 - Action of members by written ballot in lieu of meeting.

1. Except as otherwise provided in subsection 5 and unless prohibited or limited by the articles or bylaws, an action that may be taken at a regular or special meeting of members, including the election of directors, may be taken without a meeting if the corporation mails or delivers a written ballot to every member entitled to vote on the matter.
2. A written ballot must:
(a) Set forth each proposed action or candidate; and
(b) Provide an opportunity to vote for or against each proposed action.
3. Approval by written ballot under this section is valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
4. Solicitations for votes by written ballot must:
(a) Indicate the number of responses needed to meet the requirement of a quorum;
(b) State the percentage of approvals necessary to approve each matter other than election of directors; and
(c) Specify the time by which a ballot must be received by the corporation in order to be counted.
5. Except as otherwise provided in the articles or bylaws, a written ballot may not be revoked.
6. Nothing in this section shall be construed to restrict the rights of a corporation to act as provided in NRS 82.276.
(Added to NRS by 1991, 1277; A 2003, 3127)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.331 - Cumulative voting.

The articles or bylaws of any corporation may provide that at all elections of directors of the corporation each member having a right to elect directors at the meeting is entitled to as many votes as equal the number of his or her memberships multiplied by the number of directors to be elected, and that the member may cast all of his or her membership votes for a single director or may distribute them among the number to be voted for or any two or more of them, as the member may see fit. In order to exercise the right of cumulative voting, one or more of the members calling or requesting a vote by cumulative voting must give notice before the vote to the president or secretary of the corporation that the member desires that the voting for the election of directors be cumulative.
(Added to NRS by 1991, 1277)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.346 - Amendment of articles before first meeting of directors.

1. If the first meeting of the directors has not taken place and if there are no members, a majority of the incorporators of a corporation may amend the original articles by signing and proving in the manner required for original articles, and filing with the Secretary of State a certificate amending, modifying, changing or altering the original articles, in whole or in part. The certificate must state that:
(a) The signers thereof are a majority of the original incorporators of the corporation; and
(b) As of the date of the certification, no meeting of the directors has taken place and the corporation has no members other than the incorporators.
2. A certificate filed pursuant to this section is effective at the time of the filing of the certificate with the Secretary of State or upon a later date and time as specified in the certificate, which date must not be more than 90 days after the date on which the certificate is filed. If a certificate filed pursuant to this section specifies a later effective date but does not specify an effective time, the certificate is effective at 12:01 a.m. in the Pacific time zone on the specified later date.
3. This section does not permit the insertion of any matter not in conformity with this chapter.
4. The Secretary of State shall charge the fee allowed by 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; 2011, 2795)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.351 - Amendment of articles: Scope of amendments.

1. A corporation whose directors have held a first meeting or which has members who are not incorporators may amend its articles in 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, in whole 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 its articles of incorporation that may be desired.
2. All such changes or alterations may be effected by one certificate of amendment. Articles so amended, changed or altered may contain only such provisions as it would be lawful and proper to insert in original articles, pursuant to NRS 82.086 and 82.091 or the other statutes governing the contents of the corporation’s articles, if the original articles were signed and filed at the time of making the amendment.
(Added to NRS by 1991, 1279; A 1993, 1003; 1999, 1605; 2003, 3128)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.356 - Amendment of articles: Procedure.

1. Except as otherwise provided in NRS 77.340, each amendment adopted pursuant to the provisions of NRS 82.351 must be made in the following manner:
(a) The board of directors must adopt a resolution setting forth the amendment proposed, approve it and, if the corporation has members entitled to vote on an amendment to the articles, call a meeting, either annual or special, of the members. The amendment must also be approved by each public official or other person whose approval of an amendment of articles is required by the articles.
(b) At the meeting of members, of which notice must be given to each member entitled to vote pursuant to the provisions of this section, a vote of the members entitled to vote in person or by proxy must be taken for and against the proposed amendment. A majority of a quorum of the voting power of the members or such greater proportion of the voting power of members as may be required in the case of a vote by classes, as provided in subsection 3, or as may be required by the articles, must vote in favor of the amendment.
(c) Upon approval of the amendment by the directors, or if the corporation has members entitled to vote on an amendment to the articles, by both the directors and those members, and such other persons or public officers, if any, as are required to do so by the articles, an officer of the corporation must sign a certificate setting forth the amendment, or setting forth the articles as amended, that the public officers or other persons, if any, required by the articles have approved the amendment, and the vote of the members and directors by which the amendment was adopted.
(d) The certificate so signed must be filed in the Office of the Secretary of State.
2. A certificate filed pursuant to this section is effective at the time of the filing of the certificate with the Secretary of State or upon a later date and time as specified in the certificate, which date must not be more than 90 days after the date on which the certificate is filed. If a certificate filed pursuant to this section specifies a later effective date but does not specify an effective time, the certificate is effective at 12:01 a.m. in the Pacific time zone on the specified later date.
3. If any proposed amendment would alter or change any preference or any relative or other right given to any class of members, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of a majority of a quorum of the voting power of each class of members affected by the amendment regardless of limitations or restrictions on their voting power.
4. In the case of any specified amendments, the articles may require a larger vote of members than that required by this section.
(Added to NRS by 1991, 1279; A 1993, 1003; 1999, 1605; 2003, 3129; 2003, 20th Special Session, 54; 2005, 2187; 2007, 2661; 2011, 2796)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.371 - Restatement of articles.

1. A corporation may restate, or amend and restate, in a single certificate the entire text of its articles as amended by filing with the Secretary of State a certificate which must set forth the articles as amended to the date of the certificate. If the certificate alters or amends the articles in any manner, it must comply with the provisions of NRS 82.346, 82.351 and 82.356, as applicable, and must be accompanied by a form prescribed by the Secretary of State setting forth which provisions of the articles of incorporation on file with the Secretary of State are being altered or amended.
2. If the certificate does not alter or amend the articles, it must be signed by an officer of the corporation and must state that the officer has been authorized to sign the certificate by resolution of the board of directors adopted on the date stated, and that the certificate correctly sets forth the text of the articles as amended to the date of the certificate.
3. The following may be omitted from the restated articles:
(a) The names, addresses, signatures and acknowledgments of the incorporators;
(b) The names and addresses of the members of the past and present board of directors; and
(c) The information required pursuant to NRS 77.310.
4. Whenever a corporation is required to file a certified copy of its articles, in lieu thereof it may file a certified copy of the most recent certificate restating its articles as amended, subject to the provisions of subsection 2, together with certified copies of all certificates of amendment filed after the restated articles and certified copies of all certificates supplementary to the original articles.
5. A certificate filed pursuant to this section is effective at the time of the filing of the certificate with the Secretary of State or upon a later date and time as specified in the certificate, which date must not be more than 90 days after the date on which the certificate is filed. If a certificate filed pursuant to this section specifies a later effective date but does not specify an effective time, the certificate is effective at 12:01 a.m. in the Pacific time zone on the specified later date.
(Added to NRS by 1991, 1280; A 1993, 1004; 1997, 712; 2001, 1383, 3199; 2003, 3129; 2005, 2188, 2256; 2007, 2661; 2011, 2797)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.436 - Sale, lease or exchange of assets: Authority; procedure.

1. Every corporation may, by action taken at a meeting of its board of directors, sell, lease or exchange all of its property and assets, including its goodwill and its corporate franchises, upon such terms and conditions as its board of directors may deem expedient and for the best interests of the corporation.
2. The sale, lease or exchange must be approved by every person or public official whose approval of the sale, lease or exchange is required by the articles.
3. If the corporation has members entitled to vote on the matter, the directors must call a meeting, either annual or special, of the members entitled to vote on the sale, lease or exchange or must submit the sale, lease or exchange to such members for a vote by written ballot pursuant to NRS 82.326. Notice of the proposed sale, lease or exchange must be given to each member and a vote of the members entitled to vote in person or by proxy must be taken for and against the proposed sale, lease or exchange. A majority of a quorum of the voting power of the members must vote in favor of the sale, lease or exchange.
4. The articles may require the vote of a larger proportion of the members and the separate vote or consent of any class of members.
5. Unless the articles provide otherwise, no vote of members is necessary for a transfer of assets by way of mortgage, or in trust or in pledge to secure indebtedness of the corporation.
(Added to NRS by 1991, 1285)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.442 - Dissolution of corporation whose charter has been revoked without additional fees and penalties; regulations.

1. The Secretary of State shall authorize a nonprofit corporation whose charter has been revoked to dissolve without paying additional fees and penalties, other than the fee for filing a certificate of dissolution required by NRS 82.531, if the nonprofit corporation provides evidence satisfactory to the Secretary of State that the nonprofit corporation did not transact business in this State or as a nonprofit corporation organized pursuant to the laws of this State:
(a) During the entire period for which its charter was revoked; or
(b) During a portion of the period for which its charter was revoked and the nonprofit corporation paid the fees and penalties for the portion of that period in which the nonprofit corporation transacted business in this State or as a nonprofit corporation organized pursuant to the laws of this State.
2. The Secretary of State may adopt regulations to administer the provisions of this section.
(Added to NRS by 2015, 1284)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.446 - Voluntary dissolution at request of members.

1. A corporation may be dissolved and its affairs wound up voluntarily by the written request of a majority of the members and any person or superior organization whose approval is required by a provision of 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 of the corporation is deemed advisable.
(c) Name three persons who are members to act as trustees in liquidation and in winding up the affairs of the corporation. The act of a majority of the directors as trustees remaining in office is the act of the directors as trustees.
2. Upon filing of the request with the directors and in the Office of the Secretary of State, all powers of the directors cease.
(Added to NRS by 1991, 1286; A 1993, 1006; 2001, 1383, 3199)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.451 - Voluntary dissolution by directors and members or by directors alone; directors to act as trustees for liquidation and winding up of corporate affairs.

1. A corporation may be dissolved and its affairs wound up voluntarily if the board of directors adopts a resolution to that effect and calls a meeting of the members entitled to vote to take action upon the resolution. The resolution must also be approved by any person or superior organization whose approval is required by a provision of the articles authorized by NRS 82.091. The meeting of the members must be held with due notice. If at the meeting the members entitled to exercise a majority of all the voting power consent by resolution to the dissolution, a certificate signed by an officer of the corporation setting forth that the dissolution has been approved in compliance with this section, together with a list of the names and addresses, either residence or business, of the president, the secretary and the treasurer, or the equivalent thereof, and all the directors of the corporation, must be filed in the Office of the Secretary of State.
2. If a corporation has no members entitled to vote upon a resolution calling for the dissolution of the corporation, the corporation may be dissolved and its affairs wound up voluntarily by the board of directors if it adopts a resolution to that effect. The resolution must also be approved by any person or superior organization whose approval is required by a provision of the articles authorized by NRS 82.091. A certificate setting forth that the dissolution has been approved in 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 Secretary of State.
3. Upon the dissolution of any corporation under the provisions of this section or upon the expiration of its period of corporate existence, the directors are the trustees of the corporation in liquidation and in winding up the affairs of the corporation. The act of a majority of the directors as trustees remaining in office is the act of the directors as trustees.
4. A certificate filed pursuant to this section is effective at the time of the filing of the certificate with the Secretary of State or upon a later date and time as specified in the certificate, which date must not be more than 90 days after the date on which the certificate is filed. If a certificate filed pursuant to this section specifies a later effective date but does not specify an effective time, the certificate is effective at 12:01 a.m. in the Pacific time zone on the specified later date.
(Added to NRS by 1991, 1286; A 1993, 1007; 2001, 1384, 3199; 2003, 3130; 2003, 20th Special Session, 54; 2005, 2188; 2011, 2797)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.456 - Dissolved corporations: Rights and liabilities of corporation and its directors, trustees, receivers, officers, members and creditors; powers and duties of district court.

1. Actions available to or against a corporation or its directors, officers or members are limited as provided in NRS 78.585.
2. A corporation dissolved under this chapter and its directors, trustees, receivers, members, creditors and the district court have all the rights, duties and liabilities they have with respect to dissolved corporations governed by chapter 78 of NRS as provided by NRS 78.585 and 78.615.
3. The district court and the clerk of the court have the same powers and duties with respect to dissolved corporations governed by this chapter as they have with respect to dissolved corporations governed by chapter 78 of NRS as provided in NRS 78.600, 78.605, 78.615 and 78.620.
(Added to NRS by 1991, 1287; A 2011, 2798)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.461 - Dissolved corporations: Duties of person appointed or authorized to act in liquidation.

The directors, trustees, receivers or those persons appointed or 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 as follows:
(a) Assets held by the corporation on the condition that upon dissolution they be returned, transferred or conveyed must be returned, transferred or conveyed as required;
(b) Assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational or similar purposes, but not held upon a condition requiring return, transfer or conveyance upon dissolution, must be transferred or conveyed to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the dissolving corporation, pursuant to a plan of distribution;
(c) Other assets, if any, must be distributed in accordance with the provisions of the articles or the bylaws to the extent the articles or bylaws determine the distribution of assets; and
(d) Any remaining assets may be distributed to the members and such persons, societies, organizations or domestic or foreign corporations, whether or not for profit, as may be specified in the plan of distribution.
(Added to NRS by 1991, 1287; A 1993, 1007)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.466 - Reorganization under federal law.

1. A federal court may take the same actions with respect to corporations governed by this chapter as a federal court may take with respect to corporations governed by chapter 78 of NRS under subsection 1 of NRS 78.622.
2. A corporation governed by this chapter shall file with the Secretary of State a certified copy of the confirmed plan of reorganization described in NRS 78.622.
(Added to NRS by 1991, 1287; A 1999, 1606; 2001, 101)
2023 Nevada Revised Statutes › Chapter 82 - Nonprofit Corporations › NRS 82.471 - Application of creditors or members of insolvent corporation for injunction and appointment of receiver or trustee; powers and duties of court.

1. Whenever any corporation becomes insolvent or suspends its ordinary business for want of funds to carry on the business, or if its business has been and is being conducted at a great loss and greatly prejudicial to the interest of its creditors or members, creditors holding 10 percent of the outstanding indebtedness, or members, if any, having 10 percent of the voting power to elect directors, may, by petition or bill of complaint setting forth the facts and circumstances of the case, apply to the district court of the county in which the principal office of the corporation is located or to the district court in the county in which the corporation’s registered office is located for a writ of injunction and the appointment of a receiver or receivers or trustee or trustees.
2. The court, being satisfied by affidavit or otherwise of the sufficiency of the application and of the truth of the allegations contained in the petition or bill, and upon hearing after such notice as the court by order may direct, shall proceed in a summary way to hear the affidavits, proofs and allegations which may be offered in behalf of the parties.
3. If upon the inquiry it appears to the court that the corporation has become insolvent and is not about to resume its business in a short time thereafter, or that its business has been and is being conducted at a great loss and greatly prejudicial to the interests of its creditors or members, so that its business cannot be conducted with safety to the public, it may issue an injunction to restrain the corporation and its officers and agents from exercising any of its privileges or franchises and from collecting or receiving any debts or paying out, selling, assigning or transferring any of its estate, money, funds, lands, tenements or effects, except to a receiver appointed by the court, until the court otherwise orders.
(Added to NRS by 1991, 1287; A 1999, 1606; 2007, 2662; 2009, 1689)