:: LVMS ::

Las Vegas Marching Arts, Inc.

Bylaws for Las Vegas Marching Arts, Inc. EIN#87-0810031
Nevada Corp #E0835902007-8

Updated November 15, 2007

Table of Contents

Name, Purpose, Organization, Status, Governance.

Section 1.01 Name.

Section 1.02 Purpose:

Section 1.01 Organization, non-profit, exempt, and charitable status

Section 1.02 Governance:

Section 1.03 Fiscal Year , Accounting Method and Construction:

Article II. Membership.

Section 2.01 Membership.

Section 2.02 Honorary Memberships.

Section 2.03 No Voting Power for “Honorary Members”.

Article III. Meetings

Section 3.01 Annual Meeting and Election of Officers

Section 3.02 Quarterly Meetings.

Section 3.03 Special Meetings.

Section 3.04 Notice.

Section 3.05 Waiver of notice.

Article IV. Board of Directors, Board of Trustees

Section 4.01 Board of Trustees.

Section 4.02 Board of Directors Role, Size, Compensation. Board Role, Size, Compensation.

Section 4.03 Conflict of interests.

Section 4.04 Status as Employees.

Section 4.05 Chairman of the Board.

Section 4.06 Responsibilities Duties and Powers

Section 4.07 Delegation of Day to Day operations

Section 4.08 Nominations and Elections and Voting.

Section 4.09 Actions without a meeting.

Section 4.10 Terms of Office.

Section 4.11 Quorum.

Section 4.12 Notice.

Section 4.13 Vacancies.

Section 4.14 Resignation, Termination and Absences.

Article V. Officers

Section 5.01 Number of officers, compensation.

Section 5.02 Duties of ALL officers.

Section 5.03 President

Section 5.04 Vice President

Section 5.05 Secretary.

Section 5.06 Treasurer

Section 5.07 Other Officers

Section 5.08 Executive Director

Section 5.09 Committees – Board Advisory.

Section 5.10 Committees – Management

Article VI. Committees

Section 6.01 Types of Committees, and Committee Presidents

Section 6.02 Anticipated Conflicts

Section 6.03 Executive Committee.

Section 6.04 Finance Committee.

Section 6.05 Other Volunteers.

Article VII. Rules and Policy.

Section 7.01 Rules.

Section 7.02 Policy.

Article VIII. Amendments

Section 8.01 Section 1: Amendment by 2/3 Majority.

Article IX. Certification.

a. Appendix A Nevada Chapter 82 Nonprofit Corporations Statute.

b. Appendix B § 501 Exemption from tax on corporations, certain trusts, etc.

c. Appendix C § 170. Deductibility of Charitable Gifts.

d. Appendix D Nevada Attorney General Guide to Non Profits

Foreword

What are Bylaws?
These Bylaws comprise a key component of the governing documents of Las Vegas Marching Arts, Inc (“LVMA”). They have been adopted by the Board of Directors to shape the direction, policy and rulemaking at LVMA, clarify relationships, and delineate responsibility, duty, and power appropriately within the organization. Many people, including those serving as directors are confused about the concept of power, rules, authority, titles, officers, directors, and other forms of governance. At times boards of directors devolve into petty squabbling for want of a clear delineation of responsibility, and power, and an understanding of where it emanates from.

What is the purpose of this Foreword?

Since the Directors, Officers, and other interested parties of LVMA, are not generally trained in corporate governance, this forward explains briefly how the process works, where the power and structure emanate from, and how to read the various organizing documents, laws, and how to interact with them effectively as Director, Officer, manager, employee, donor, member, or member of the general public.

What authority does the foreword have?

This foreword, although embodied within the Bylaws of Las Vegas Marching Arts, Inc., has no power in and of itself, as do the footnotes scattered throughout the document. This foreword, or the footnotes may be amended without a vote, at any time by the President, or designee, to further clarify, explain, or interpret the concepts provided herein. The true authority and power is embodied within the Bylaws proper, and any interpretation, or comment appearing in this foreword, or subsequent footnote shall be deemed omitted if conflicting with the Bylaws themselves.

Brief History, and the concept of “Rights”
One of the rights of a competent individual, having an age of majority, in our democratic western society, and more particularly in the United States of America is the right to contract. That right, or power emanates from an idea that each person contains within themselves, if not the divinity itself, then certainly so called “unalienable rights”, with which they are “endowed by their Creator”. This thought, borrowed and modified a bit from the English liberal philosopher, John Locke was presented in the Declaration of Independence. Another right is the right to associate. From these rights have evolved a constitution, giving up some of these rights to a Federal Government, and reserving others to the States, and individuals in a Bill of Rights. The Federal Constitution then, is the derived power from a group of individuals, for the purpose of governance of the people, and its institutions.

The Constitution of the United States of America provided a method for States to become members of the Federal Union, and a number of forms were tried and failed, including a confederation of States. Nevertheless, each state now has codified a process by which freemen (includes women today) can associate. The method is called “incorporation”. The word, itself connotes a “birth” of sort, creating a corpus, or body that did not exist before. The process by which that is done is to file Articles of Incorporation with the State. The documents are called differently in different states, but are essentially the same idea. They may be referred to as “Articles of Incorporation”, “Articles of Incorporation”, “Articles of Association” or other similar names. In Nevada, they are called “Articles of Incorporation”.

Articles of Incorporation
These “Articles” are a document filed by a group of persons (called “incorporators”), utilizing their “right to contract”, and their “right to associate”, and the statute^[1] that enables that in Nevada is defined in NRS Chap 82^[2]. These “Articles”, basically represent the birth certificate for LVMA to exist. They outline certain duties, and responsibilities, and ensure that the directors will comply with the laws, which among other things provide for situations of “What happens to the assets of LVMA if we were to go out of business?”, and “How do we keep our tax exempt status in force?” The Directors have adopted the Articles with an eye toward minimal restriction on the Directors, except what is required by law. The Articles, then are the first governing document for LVMA, and should be read carefully by all directors, officers, and management employees. The Articles are a public document, and is available for anyone to read.^[3]

Public company
LVMA is called a “Public Charity”. Not a “Private Charity” (also known as “Private Foundation”. This has been accomplished by filing an application with the Federal Government, the Internal Revenue Service (IRS). As a result, LVMA has additional restrictions put on it, to ensure that the Directors, Officers, and management exercise certain duties and responsibilities consistent with their management of a “Public Charity”, capable of receiving tax free donations, and granting tax deductible benefits to its donors.

Bylaws
Bylaws serve as the rules of operation for LVMA. They spell out LVMA’s structure and its decision-making processes. The “Articles” are filed with the Town of Sanbornton, and the State of Nevada, and therefore represent a “formal declaration” to the outside world. The By laws, are more internal in nature. The Articles tend to be broad, and only include statutory required clauses. The Bylaws, although still a “public document” and within the review scope by the general public, are not “filed” documents, are much more descriptive, and may be amended more easily by the Board, than the Articles.

The Bylaws perform two important functions:
    1) They establish the structure of the organization by specifying who can participate, and how. It defines the
         method of selection and the process by which change can be made.
     2) They determines the rights and duties, and responsibilities of participants. by specifying the operating
          rules to assure the rights of Directors and Officers to proper notice and procedures.

The Directors should make a periodic review of the bylaws to insure that they reflect changes in governing laws of the state as well as the evolving changes occurring elsewhere with directors, management, employees, residents, the donor base and the general public.

LVMA has been conceived as an organization that will live hopefully, for many years. During that time Directors and Officers will come and go. The Bylaws provide an agreed upon set of rules, set out in writing and readily available to the Directors and Officers. Unless set out in detail, the system of governance is either invisible and unclear, or becomes known only to those now serving in official capacities and disappears when they leave. Decisions at the Board level can sometimes be contentious. Without a set of rules established in advance, it can be difficult to establish rules for resolving issues once differences have arisen. Bylaws also can serve as an educational tool to inform Directors, and Officers, but also donors, residents, and employees about governance at LVMA, and prepare interested parties to serve as Directors or Officers at LVMA.

Duties of Board Members

In the Bylaws proper, you will see “Duty of Loyalty”, “Duty of Care” . “Fiduciary Duty” listed among others. The following was excerpted from the Nevada Attorney General Guide to Non Profits. which you are expected to be familiar with, as it tells you exactly what your duties of care, obedience, loyalty arr.. See Appendix D for the text of the Attorney General’s Guide.;

If you serve as a member of the governing board of a charitable organization in the State of Nevada, you have definite legal duties and responsibilities for the management and oversight of that charitable organization. Nevada law imposes upon you a number of duties, including

(a) the duty of loyalty and

(b) the duty of care.

Although board members do not manage the day-to-day activities of the charitable entity, board members do act as stewards of their charitable entity and have fiduciary duties. Briefly, board members must act in good faith and in the best interests of your organization. The duty of loyalty means that you must act with undivided loyalty and in the best interests of the charity and not seek to derive private gain from the business transactions of the nonprofit that you serve. In the event that you have a conflict-of-interest between the best interests of the charity and your own interests, you must comply with Nevada law in resolving this conflict. Acts of self-dealing are a breach of the fiduciary duty that you owe the nonprofit entity. The duty of care means that you must act reasonably, as a prudent person in similar circumstances would, that you are familiar with the charity’s activities and financial condition, and that you participate regularly in board meetings. It means that you act in good faith and make informed decisions. It is the job of the governing board to oversee the work of the executive director or the chief executive officer of the charity and to see that the charity is faithfully carrying out its charitable purpose without extravagance or waste.

So, to summarize the duties:

Duty of loyalty encompasses

Undivided loyalty in the best interests of LVMA

Not seeking to derive personal or private gain

Must resolve conflicts of interest

Fiduciary Duty

No acts of self Dealing

Duty of Obedience (to the law)

No illegal acts

Duty of care encompasses.

Must act reasonably, as a prudent person in similar circumstances

Must be familiar with the activities, and financial condition

Must participate regularly in board meetings

Must act in good faith

Must make informed decisions

Must oversee the work of the Management to be sure the purpose is served

without extravagance or waste

Must be active in board discussions

In practice, this means:

v You should attend board meetings and meetings of committees on which you serve. You should make certain that you receive detailed information beforehand about matters that are going to be discussed and voted on at a meeting, especially the financial reports and financial statements of the charity.

v You should carefully read all the material that you receive and prepare yourself to ask questions. You must have knowledge of how the organization is functioning and about the specific purposes and mission of the charity. You should be informed about every major action that the charity takes.

v You should use your own judgment in voting and not simply follow the lead of the executive director, chairperson of the board or fellow board members. A responsible board member will ask about the reasons for a particular action being recommended and will ask about the consequences such action will bring.

v You should participate in strategic planning activities that assess and plan for the charity’s future. You should ask about the status of the charity’s internal controls and about written policies and procedures that safeguard and protect the charity from error, fraud and embezzlement.

v You should inquire about whether the charity has a directors and officers liability policy and whether the charity indemnifies its directors and officers from liability.

v You should review copies of any board or committee minutes to make certain that the meetings were properly recorded. You should also make certain that your votes were properly recorded. If there are errors in the minutes, you should ask for clarifications or changes.

v You should make certain that the annual information filing for the IRS Form 990 (or 990PF or 990EZ) is properly and timely filed with both the Internal Revenue Service and the NV Attorney General’s Office if required, as well as all other filings that must be made.

Article I. Name, Purpose, Organization, Status, Governance

Section 1.01 Name

The name of the organization shall be Las Vegas Marching Arts, Inc. (“LVMA”)

Section 1.02 Purpose:

1. Provide a program for youth in music and performance training primarily in the Southern Nevada region in music performance, percussion, precision, marching, performance arts and pageantry with a positive environment that emphasizes character and social development, leadership, self-discipline, and the pursuit of excellence.

2. Provide opportunities to compete in local, regional, national, and international presentation venues, and to appropriately represent Las Vegas, Southern Nevada, Nevada, the United States of America, and the drum and bugle corps worldwide..

3. Provide opportunity for competition in local, regional and national presentation venues, including touring.

4. Inculcate values of music skill acquisition, teamwork, cooperation, precision, self-respect, respect for others, discipline, and personal and group excellence.

5. Provide opportunity to demonstrate these skills and values through competitive and non-competitive display pageants.

6. Provide education for junior youth in basic musical skill acquisition.

7. Provide a senior drum and bugle corps for continuing participation later in life.

8. Provide parade pageantry to other organizations.

9. Provide scholarship programs for those who lack the means to otherwise participate

10. Stimulate interest in the study and teaching of music and the arts

11. In addition to the above purposes, the board of directors may, at their discretion, engage in any lawful activity permitted by statute, provided that the activity does not cause the corporation to be disqualified as a public charity under IRS section 501(c)(3).

Section 1.01 Organization, non-profit, exempt, and charitable status

LVMA is organized exclusively for charitable purposes, having been created as a charitable corporation under Nevada Revised Statutes Chapter 82, (“the Statute”) by filing Articles of Incorporation with the State of Nevada, enabling its operations. LVMA is further as a public charity by the Internal Revenue Service (IRS) under the meaning encapsulated within the IRS Statute §501(c)(3). It is possible that at some time, LVMA could be classified as a private foundation, by statute or election, in which case, certain rules on self-dealing, and other provisions and restrictions on private foundations have been adopted in the Articles of Incorporation in accordance with default provisions in the Statute.

Section 1.02 Governance:

LVMA is governed by a Board of Directors (“Board”), who collectively represent the voting power, and officers, entrusted with the executive power of LVMA, whose duties, obligations, rights, powers and responsibilities are set forth below. In the appropriate Articles of these Bylaws The Board of Directors is free to direct, but is in turn guided by its governing documents (Collectively the “Governing Documents” which are, in order of authority:

12. State Statute (“Chapter 82)”

13. Articles of Incorporation (“Articles)”

14. Bylaws (this document)

15. Rules and Regulations (“Rules”)

16. Policies (“Policy”)

Provisions are made, within these Bylaws for the amendment of any of these governing documents (not including the Stature).

Section 1.03 Fiscal Year , Accounting Method and Construction:

1. The fiscal year shall be the calendar year.

2. The accounting method shall be the accrual method of accounting, except where the cash method of accounting is required by statute.

3. Although, according to statute, LVMA may be entitled to reporting and filing exemptions, based on its size, LVMA shall annually prepare external financial statements and tax returns in accordance with generally accepted accounting principles, and these statements shall be made available to the general public.

4. Pronouns or language indicating one gender shall refer equally to persons of the opposite gender, in this and all documents of LVMA.

5. The President shall have the right and duty to change or amend any forewords, preambles, headers, footers, and footnotes (collectively, “Clarifying Language”) in this document without a vote. Notice should be given to Board members of any changes therein. Any such Clarifying Language exists in the document solely for interpretation, and guidance, and carries no force or authority, and is not deemed part of these Bylaws.

Article II. Membership

Section 2.01 Membership.

Chapter 82 defines “members” thusly:

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

To remove any ambiguity, the only “members” in the corporation are the “members” of the board of directors, and those directors alone shall have the power to vote.

Section 2.02 Honorary Memberships.

The Board, or its committees may from time to time create honorary “so-called“ memberships to LVMA, which may vary in type or degree, to further LVMA’s interests, for example to attract like-minded individuals who care about LVMA, its mission, and its future, to become a candidate for officer or director, to volunteer, or contribute financially. Such memberships should clearly distinguish themselves by additional prefacing language. Example: “Marching Member”, “Booster Club member”, and the like.

Section 2.03 No Voting Power for “Honorary Members”.

Nothing in this article shall be construed to confer any special benefit, nor require the payment of any dues, nor confer upon any such “honorary memberships” any power to vote, influence, or otherwise control, direct, or manage the affairs of LVMA. The sole voting power of LVMA rests with its Board, and executive power rests with its Officers as described more fully in Article IV “Board of Directors”, and Article V. “Officers” below.

Article III. Meetings

Section 3.01 Annual Meeting and Election of Officers

The date of the regular annual meeting shall be set by the Board who shall also set the time and place. The annual meeting will be the meeting at which nominations are heard, and elections conducted for Directors and Officers. No other business may be conducted at this annual meeting.

Section 3.02 Quarterly Meetings.

The Board shall meet at least 4 times per year at an agreed upon time and place. For purposes of convenience, the final quarterly meeting may convene on the same day as the annual meeting, immediately following the annual meeting to transact new business with the directors just elected at the Annual Meeting.

Section 3.03 Special Meetings.

Special meetings of the Board shall be called upon the request of the President or one-third of the Board

Section 3.04 Notice.

Notice of special meetings shall be sent out by the Secretary to each Board member postmarked 10 days in advance.

Section 3.05 Waiver of notice

The Secretary may receive written waivers to the 10 day notice rule, that permit authorized Special Meetings to occur on a more speedy manner. Providing that there are no Rules or Policy to the contrary, oral waivers shall not be effective.

Article IV. Board of Directors, Board of Trustees

Section 4.01 Board of Trustees.

1. Trustees may not vote and are not members of the corporation, and are appointed, not elected. Directors are the only voting members in the corporation, and are elected, not appointed^[4]. These are the sole differentiating factors.

2. Trustees are be appointed by a simple majority of the Board of Directors

3. Trustees terms shall be for a period of one year.

4. Trustees may be appointed to successive terms without limit.

5. The purpose of Trustees is to provide a stepping stone to Directorship.

6. When the board wants to attract someone close to themselves, they first may appoint the candidate to a Trustee position. The trustee is expected to attend board meetings, enter into discussions, serve on committees exactly as a board member with the distinction that the trustee may not vote on any vote required of a Director. During this time period, the trustee can see the inner workings of the leadership, and the directors can assess the degree of concern, wisdom, and leadership the trustee offers.

7. If a trustee is a committee member, they may, and are expected to vote as a member of that committee.

8. The number of trustees is not limited in these bylaws, but should be sufficient to provide a robust nomination pool of directors who have demonstrated their loyalty, care, and dedication throughout their tenure as Trustee.

9. It is anticipated, and expected that most nominations for Director will be sourced primarily from the Trustee pool, as the trustees are expected to become very knowledgeable in the affairs of the organization prior to being selected for leadership positions.

10. The aggregate trustees shall be known as the “Board of Trustees”. There shall be no formal presiding chairman of Trustees, unless provided for in the rules.

11. All Trustees shall be organized by the Chairman of the Board of Directors.

12. The sole distinction between a trustee and a director is the ability to vote as a director. In all other regards, both internally, and externally to the organization, it is the intent of LVMA that the Trustees shall be deemed to have the entire scope of a Director, and shall have the duties and responsibilities as a director. When any section of these bylaws shall refer to “Director”, “Trustee” shall be substitutable therein, except where such substitution would conflict with the intent of this section.

Section 4.02 Board of Directors Role, Size, Compensation. Board Role, Size, Compensation

1. Directors are expected to actively participate in committee assignments, attend all meetings, and act as a communication link with those interested in the affairs of the Corporation.

2. The Directors shall have the responsibility of leadership development for the corporation, and for fostering and utilizing the talents of its trustees and members.

3. Directors are expected to participate first and foremost in the fund-raising activities^[5] of the corporation, recognizing that the chief duty of a director is fund-raising, to be sure of the financial well being of the organization, and the secondary duty is that of setting policy.

4. Directors are hereby counseled that the carrying of significant debt in a non-profit corporation is generally not considered sound governance, and that only in unusual circumstances shall the encumbrance of the corporation to significant debt be considered^[6].

5. In the interest of encouraging diversity of discussion, connection with the public, and public confidence, the board of directors of LVMA shall have at least 9 voting members^[7], who are not of the same immediate family or related by blood or marriage.

6. Although the Statute, and the Articles require only one Director, these Bylaws of LVMA shall hereby establish a required minimum of nine Directors, and a maximum of 15 directors.

7. No member of the Board shall receive any compensation, in their capacity as Director, however Directors may receive reimbursement for reasonable expenses.

8. Directors may be compensated for services to LVMA, if they render that service in another capacity other than Director.

9. Whether those services are provided as an employee or as an independent contractor, the contract and terms of employment are not covered herein, but disclosure must be publicly made of the amount of salary, wages, compensation, and benefits paid, and is reported to the IRS, per statute. Furthermore, other laws and ordinances may require publishing of name, proposed salary and benefits in a local newspaper.

10. In general, these Bylaws would prefer that Directors not be employees of the corporation, but permission to permit such arrangement shall be relegated to the Rules, and Policy, and not reserved herein.

11. In any event, should a Director or Officer, be so employed, they shall not claim, nor be provided with any preferential treatment in any benefit, monetary or otherwise, solely by their current or prior service as Director or Officer.

Section 4.03 Conflict of interests.

1. The IRS requires and the Nevada Attorney General requires that LVMA must have a conflict of interest policy on hand, and that every Director and Officer of LVMA must sign and disclose any conflicts, and be aware of situations that cause conflicts to arise. Accordingly LVMA has implemented a conflict of interest policy which comprises a separate document. Officers and Directors will be expected to comply with the statutes that are now in force, or are amended covering this issue.

Section 4.04 Status as Employees.

1. Directors are not “Employees” of LVMA. They are not compensated, and have no executive power, and receive no benefit, or participation in any employee benefits programs that may be in force from time to time at LVMA, nor do they generally perform regular day to day duties, in their capacity as Director.

2. Officers, however are statutorily considered to be employees of LVMA, and as such are subject to “Worker Compensation” insurance rules. Depending on the compensation, and amount of time spent, LVMA may have a worker compensation exposure. The Board shall make rules governing the participation in “Worker Compensation Insurance” by its officers at LVMA, to minimize any exposure LVMA might have under the statute.

Section 4.05 Chairman of the Board

1. The Chairman of the Board (Chairman), is a director who is elected by simple majority of the directors to preside over the Board. The chairman officiates the meetings of the Board of Directors.

2. The Chairman’s duty, then, is to officiate over the process of the running of the meetings of the Board, determining who is in order, and making sure that the business is conducted properly, and in proper legal form.

3. The Chairman may delegate the duties of Chairman to another board member at any time.

4. If the Chairman has not delegated the duties of Chairman to another member, and is unable to fulfill the duties of the Chairman, then the succession shall be, in order, Vice President, Secretary, Treasurer, provided that the officers named herein are directors, then any other director, as may be selected by the majority of Directors presently comprising a quorum.

5. Only a director of LVMA may exercise the duties of Chairman.

6. No employee, or contractor of LVMA shall exercise the duties of Chairman of the Board, or shall be permitted to preside over the Board at any time.

Section 4.06 Responsibilities Duties and Powers

Directors owe the following duties to LVMA

1. Duty of Care^[8]

2. Duty of Loyalty

3. Fiduciary Duty

4. Duty of Obedience

Directors individually, and The Board collectively is responsible for

1. Direct all aspects of the organization

2. Review, amend, modify, ratify, and authorize changes in the Governing Documents as required.

3. Nomination and election of directors

4. Nomination and election of officers, both statutory, and otherwise, who may be directors

5. Overall direction of the affairs of LVMA

6. Make Rules governing the Board’s actions (Directorial Rulemaking)^[9]

7. Make Policy shaping the Board’s actions (Directorial Policy making)^[10]

Section 4.07 Delegation of Day to Day operations

Inasmuch as the Board is comprised of volunteers who may have other full time commitments, the task of directing the activities of LVMA shall be delegated to an executive committee, which is comprised of members as more fully described below in Section 7.03 Executive Committee.

Section 4.08 Nominations and Elections and Voting.

1. Election of new directors or election of current directors to a second or subsequent term will occur as the first item of business at the annual meeting of LVMA. The invested Chairman of the Board shall preside.

2. Directors will be nominated by the current board of directors, and elected by a 2/3 majority vote of the current directors who are present at the meeting.

3. Immediately after the election of directors, the new directors will convene, and as their first order of business, receive nominations for and elect the Officers of the Corporation, in the following order: President, Treasurer, Vice President, Secretary

4. Although not restricted by statute, nor explicitly by these Bylaws, the Bylaws suggest that no officer should hold more than one title. Rules, and Policy shall dictate any such restriction.^[11]

5. Voting for directors or officers shall be by secret, sealed ballot, the Secretary shall open all sealed ballots at the Annual meeting, and announce the count and result by open outcry.

6. Proxies may be given for any vote, secret or otherwise to any other Director.

7. Non-Directors shall never be permitted to be a proxy-holder.

8. The Secretary shall determine the sufficiency of the proxy holder in accordance with the Rules and Policy, before dispensing blank ballots.

Section 4.09 Actions without a meeting.

1. Actions-without-a-meeting shall have the full force and effect as if a meeting had been convened, valid and sufficient notice had been given, and a vote been taken.

2. Any such actions-without-a-meeting may only be successful and subsequently effective if they are a unanimous vote, however, the President, once the vote is received and confirmed by the Secretary, shall be empowered to authorize, or ratify any such action under his signature alone, on behalf of the Board.

3. Proxies may be given.

4. The Secretary shall be responsible for recording, verifying and communicating all such Actions-without-a-meeting, and for presenting the actions for enumeration within the subsequent meeting minutes of the next convened meeting.

5. Actions without a meeting may be by email.

Section 4.10 Terms of Office.

1. All Board members shall serve three year terms [12], but are eligible for re-election, indefinitely. The Bylaws suggest that terms of office should stagger to allow continuity of the composition of the Board, subject to Rules or Policy.

2. Every year, at the annual meeting, , three directors are to be elected to three-year terms.

3. Directors are elected by a simple majority vote of the voting members in attendance at the annual meeting. Therefore the terms are staggered.

4. Any candidate for a three-year term must have previously served in a capacity as an appointed member, or a trustee, or ex-officio status sufficient to demonstrate a thorough working knowledge of the affairs of LVMA, and possess the qualifications of a director.

5. Any director without such service shall be elected to a maximum one year term. This includes initial directors of the corporation.

Section 4.11 Quorum.

A quorum consists of a simple majority (greater than 50%) of duly elected and qualified Directors attending at a meeting. A quorum must be present before business can be transacted or motions entered or voted upon.

Section 4.12 Notice.

Notice is provided for in a separate section above. See Section 3.04 Notice

Section 4.13 Vacancies.

When a vacancy either on the Board, or an Officer exists, or if the board wishes to increase the number of Directors, nominations for new members may be received from present Board members by the Secretary two weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. Vacancies will be filled only to the end of the departed Board member's term or the next annual meeting whichever comes sooner..

Section 4.14 Resignation, Termination and Absences.

1. Resignation from the Board must be in writing and received by the Secretary.

2. A Board member shall be dropped for excess absences from the Board if they have unexcused absences from greater than 25% of Board meetings in a year.

3. A Board member may be removed for cause by a three-fourths vote of the remaining directors. The rules shall determine what constitutes “cause”.

Article V. Officers

Section 5.01 Number of officers, compensation.

There shall be a minimum of four officers of LVMA consisting of a President, Vice President, Secretary and Treasurer. They may consist of Directors, or not. They may be compensated or not.

Section 5.02 Duties of ALL officers.

1. All officers who are also directors shall have a dual role: first, their duty to the Board of Directors, and the other to their executive powers, which shall be exercised through the executive committee, see below.

2. President and Vice President Officers who are not Directors must divest any duty as Chairman to a Director.

Section 5.03 President

The President shall:

1. be the titular and public head of LVMA, and shall represent LVMA in public affairs, or whenever a representative of LVMA is required to appear in public.

2. in relation to the executive powers be invested with the title of President of the Executive Committee, and shall be appointed the President of that Committee, and in that role, shall be operate as the Chief Executive Officer of the company.

3. recommend Policy statements and Policy documents to the Board, and shall present recommendations for changes in the governing documents of LVMA, and shall have the right and duty to amend the Clarifying Language in this document without a vote.

4. have the power to appoint an officer on a temporary basis, if necessary due to vacancy..

5. set the annual action agenda.

6. may delegate any or all of his duties to the Vice President, or any officer at any time.

Section 5.04 Vice President

The Vice President shall:

1. be a member of the Executive Committee.

2. assume the role of President, should the President be unable or unwilling to serve, or should the presidency become vacant.

3. If the incumbent is also a Director, shall chair committees on special subjects as designated by the board.

Section 5.05 Secretary

The secretary shall be responsible for:

1. keeping records of Board actions

2. overseeing the taking of minutes at all board meetings

3. providing notice as required under the Bylaws to Board Members

4. sending out meeting announcements, distributing copies of minutes and the agenda to each Board member

5. preparing ballots, qualifying ballots, nominations, proxies, proxy-holders, counting ballots, announcing results of secret ballots.

6. assuring that proper corporate records are maintained.

Section 5.06 Treasurer

The Treasurer shall:

1. make a report at each Board meeting.

2. be the President of the finance committee

3. assist in the preparation of the budget,

4. approve and assist in the development of fundraising plans

5. make financial information available to Board members and the public.

Section 5.07 Other Officers

1. The board may establish, by express charter, any other office, and appoint any person, whether or not director, whether or not compensated, consistent with the governing documents, to ensure the smooth and orderly operations of the organization.

2. Any terms of this arrangement shall be made within the charter of the position, delineating any and all qualifications, powers, duties, and responsibilities, and compensation.

Section 5.08 Executive Director

The Executive Director position is not an officer of LVMA, but is appointed(if necessary)^[13] as follows:
The Executive committee shall nominate, and the Directors shall then vote by 2/3 majority to appoint a qualified professional, experienced in working with drum and bugle corps, to administrator and manage the affairs of Las Vegas Marching Arts, Inc., who shall be empowered with the overall day to day management of the organization. The exact scope of delegated power is to be shaped by the Rules and Policy of LVMA, and shall be embodied in the contract with the Executive Director. In general, the Executive Director has the delegated overall authority for executive management of LVMA. The Executive Director shall not be a director^[14].

Section 5.09 Committees – Board Advisory

The Board of Directors may delegate some of its work to committees whose members are appointed by the Board of Directors. At least one member of the Board of Directors will be a member of each committee. see Article VI Committees, below

Section 5.10 Committees – Management

Committees - Management

Management Committees may be created by the Board, see Article VI Committees, below. The President of any Management committee, shall be appointed by the President, and that committee president, shall report to the Executive Director as a department head, subject to further clarification in the Rules and Policy.

Article VI. Committees

Section 6.01 Types of Committees, and Committee Presidents

1) Management Committees
The general purpose of Management committees is to assist the Executive Director with one or another aspect of the day to day affairs of the company in concert with, and reporting to the Executive Director. This power allows the board to summon management talent to be directed as may be needed to the Executive Director to utilizing Directors, Officers and others who may be volunteers. The President shall appoint all management committee presidents who may or may not be Directors or Officers. At least one Director shall serve on any such committee, and shall have the responsibility to report to the President directly. Directors, officers, and others serving in this way are not to be considered employees, and are not to be compensated for their service. The committees, through their respective presidents, in their discharge of duties, shall report to the Executive Director as if they were department heads, and it shall be in the scope of the Executive Director to coordinate the efforts of the management .committees appropriately. The committee presidents shall report to the President, for Board reporting.

2) Board Advisory Committees
The purpose of Board Advisory committees is to assist the board in shaping policy, or direction. These committees are created by simple majority vote of the board, and do not have any power to represent the board, only to report findings, make recommendations, etc. to the Board. They must consist of at least one Director.

3) Permanently Established Committees
These Bylaws hereby establish the following permanent committees as follows:

1. A Management committee, called the “Executive Committee”, with the President as its President

2. An Advisory committee, called the “Finance Committee”, with the Treasurer, as its President.

4) Ad Hoc or Board-Created Committees
The Board may create other committees as needed, either Management Committees, or Board Advisory committees, such as fundraising, housing, etc. by a simple majority vote. The President shall appoint all management committee presidents, the Board shall appoint the members of all committees and appoint the president of all board advisory committees..

Section 6.02 Anticipated Conflicts

The purpose of Management committees other than the executive committee is to actively assist the Executive Director in some particular manner. Directors , Officers, or others serving in this capacity must be cognizant that they serve under the management of the Executive Director, and shall not assume that their directorial power has any bearing on their discharge of their duties as a management committee president.

Section 6.03 Executive Committee

These Bylaws anticipate the need for clear direction on a continuing basis to provide guidance to the Executive Director in the discharge of duties. The executive committee shall consist of a minimum of three members, nominated by the president, and ratified by a simple majority of the board. The president is the president of the Executive Committee, and as such is empowered to act alone, utilizing the opinion and discussion of the other members. The president has the right and the duty to consult whomever they wish, but the final decision rests with the president, who is the Chief Executive Officer^[15] of the company. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction, rules, policy and control of the Board. The executive committee shall further delegate the administration of the board’s policy and direction to an Executive Director, who shall be a member of the executive committee, and committees.

Section 6.04 Finance Committee.

The Treasurer is President of the Finance Committee.. The Finance Committee is responsible for developing its own rules for governance operating within the Rules and Policies of the Board, is responsible for developing and reviewing fiscal procedures, reviewing the financial impact of all fundraising plans, and annual budget with staff and other Board members. The Board must approve the budget, and all expenditures must be within the budget.. Any major change in the budget must be approved by the Board or the Executive Committee. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the Board members and the public.^[16]

Section 6.05 Other Volunteers.

As a volunteer organization, LVMA recognizes the contribution that may be made from volunteers who are neither board members, nor officers. Typically volunteers will report to the Executive Director or the appropriate Volunteer Coordinator reporting to the Executive Director, but as envisioned by these Bylaws, a volunteer may also serve, if asked by the Board, to participate on a Board Advisory, or Management Committee. Any such volunteer shall be subject to all the rules and Policies of Las Vegas Marching Arts in effect governing such participation, and may be required to sign documents including but not limited to Confidentiality and Access, Conflict of Interest, or other such-like documents, so that the powers of the board are not compromised.

Article VII. Rules and Policy

Section 7.01 Rules.

The Board shall have the right and the duty to promulgate Rules and Regulations (Rules) from time to time, to guide the direction of its officers. Such rules shall have the effect of a governing document, but may be amended by a simple majority vote of the Board. Rules are meant and devised to be fairly inflexible.

Section 7.02 Policy.

The Board shall have the right and the duty to promulgate Policy from time to time, to guide the direction of its Directors and Officers. Such Policy shall have the effect of a “suggested” governance to the officers, which may be breached under unusual circumstances. Policy is meant to be firm but somewhat flexible.

Article VIII. Amendments

Section 8.01 Section 1: Amendment by 2/3 Majority.

These Bylaws may be amended when necessary by a two-thirds majority of the Board. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.

Article IX. Certification

These Bylaws were adopted at a Meeting of the Board of Directors, on ___________________, and were ratified by the Board by vote.

_______________________________

, Secretary

Date ________________________

a. Appendix A Nevada Chapter 82 Nonprofit Corporations Statute.

CHAPTER 82 - NONPROFIT CORPORATIONS

GENERAL PROVISIONS

NRS 82.006 Definitions.

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

NRS 82.016 “Corporation” defined.

NRS 82.021 “Corporation for public benefit” defined.

NRS 82.026 “Directors” and “trustees” defined.

NRS 82.031 “Member” defined.

NRS 82.034 “Principal office” defined. [Effective July 1, 2008.]

NRS 82.036 “Receiver” defined.

NRS 82.038 “Record” defined.

NRS 82.041 “Registered office” defined. [Effective through June 30, 2008.]

NRS 82.041 “Registered office” defined. [Effective July 1, 2008.]

NRS 82.042 “Sign” defined.

NRS 82.043 “Signature” defined.

NRS 82.044 “Street address” defined. [Effective through June 30, 2008.]

NRS 82.044 “Street address” defined. [Effective July 1, 2008.]

NRS 82.046 Construction of chapter.

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

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

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

NRS 82.063 Election of board of directors of expired corporation to accept chapter: Eligibility; procedure; date of corporate existence. [Effective through June 30, 2008.]

NRS 82.063 Election of board of directors of expired corporation to accept chapter: Eligibility; procedure; date of corporate existence. [Effective July 1, 2008.]

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

NRS 82.071 Limitations on eligibility to organize under chapter.

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

FORMATION

NRS 82.081 Filing requirements. [Effective through June 30, 2008.]

NRS 82.081 Filing requirements. [Effective July 1, 2008.]

NRS 82.086 Articles of incorporation: Required provisions. [Effective through June 30, 2008.]

NRS 82.086 Articles of incorporation: Required provisions. [Effective July 1, 2008.]

NRS 82.091 Articles of incorporation: Optional provisions.

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

NRS 82.101 Name of corporation: Reservation; injunctive relief.

NRS 82.106 Articles of incorporation: Prohibited names and businesses; certification required before filing of certain articles or amendments. [Effective through December 31, 2007.]

NRS 82.106 Articles of incorporation: Prohibited names and businesses; certification required before filing of certain articles or amendments. [Effective January 1, 2008.]

NRS 82.111 Commencement of corporate existence. [Effective through June 30, 2008.]

NRS 82.111 Commencement of corporate existence. [Effective July 1, 2008.]

NRS 82.116 Acceptable evidence of incorporation.

POWERS

NRS 82.121 General powers.

NRS 82.126 Adoption and use of corporate seal or stamp.

NRS 82.131 Specific powers.

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

CORPORATE RECORDS

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

NRS 82.183 List or statement to be maintained at registered office or principal place of business; requirement to assist in criminal investigation; failure to comply; regulations.

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

RESIDENT AGENT AND REGISTERED OFFICE; DIRECTORS AND OFFICERS

NRS 82.193 Resident agent required; applicable law regarding resident agent and registered office; applicable law regarding annual list and defaulting corporations; default and reinstatement of corporation which is unit-owners’ association; fees. [Effective through December 31, 2007.]

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. [Effective July 1, 2008.]

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

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

NRS 82.201 Board of directors or trustees: General powers.

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

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

NRS 82.216 Authority of directors and representatives of corporation.

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

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

MEMBERS

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

NRS 82.236 Transfer of membership.

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

NRS 82.246 Resignation.

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

NRS 82.256 Purchase of membership by corporation.

NRS 82.261 Delegates.

MEETINGS, ELECTIONS, VOTING AND NOTICE

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

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

NRS 82.276 Consent of members in lieu of meeting.

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

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

NRS 82.291 Meetings of members or delegates: Quorum.

NRS 82.296 Directors: Removal; filling of vacancies.

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

NRS 82.306 Election of directors by order of court upon failure of regular election. [Effective through June 30, 2008.]

NRS 82.306 Election of directors by order of court upon failure of regular election. [Effective July 1, 2008.]

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

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

NRS 82.321 Members’ proxies.

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

NRS 82.331 Cumulative voting.

NRS 82.336 Delegates and members: Special meetings; notices.

NRS 82.341 Waiver of notice.

AMENDMENT AND RESTATEMENT OF ARTICLES OF INCORPORATION

NRS 82.346 Amendment of articles before first meeting of directors.

NRS 82.351 Amendment of articles: Scope of amendments.

NRS 82.356 Amendment of articles: Procedure. [Effective through June 30, 2008.]

NRS 82.356 Amendment of articles: Procedure. [Effective July 1, 2008.]

NRS 82.371 Restatement of articles. [Effective through June 30, 2008.]

NRS 82.371 Restatement of articles. [Effective July 1, 2008.]

SALE OF ASSETS; VOLUNTARY DISSOLUTION

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

NRS 82.446 Voluntary dissolution at request of members.

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

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

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

INSOLVENCY; INVOLUNTARY DISSOLUTION

NRS 82.466 Reorganization under federal law.

NRS 82.471 Application of creditors or members of insolvent corporation for injunction and appointment of receiver or trustee; powers and duties of court. [Effective through June 30, 2008.]

NRS 82.471 Application of creditors or members of insolvent corporation for injunction and appointment of receiver or trustee; powers and duties of court. [Effective July 1, 2008.]

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

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

NRS 82.486 Involuntary dissolution: Authority and grounds for application. [Effective through June 30, 2008.]

NRS 82.486 Involuntary dissolution: Authority and grounds for application. [Effective July 1, 2008.]

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

NRS 82.496 Involuntary dissolution: General powers of court.

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

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

NRS 82.511 Abatement of actions against receivers.

NRS 82.516 Payment of creditors and distribution of surplus.

NRS 82.521 Employees’ liens for wages.

FOREIGN NONPROFIT CORPORATIONS

NRS 82.523 Annual list: Filing requirements; fees; powers and duties of Secretary of State. [Effective through June 30, 2008.]

NRS 82.523 Annual list: Filing requirements; fees; powers and duties of Secretary of State. [Effective July 1, 2008.]

NRS 82.5231 Certificate of authorization to transact business.

NRS 82.5233 Addresses of officers required; failure to file.

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

NRS 82.5236 Defaulting corporations: Duties of Secretary of State. [Effective through June 30, 2008.]

NRS 82.5236 Defaulting corporations: Duties of Secretary of State. [Effective July 1, 2008.]

NRS 82.5237 Defaulting corporations: Conditions and procedure for reinstatement. [Effective through June 30, 2008.]

NRS 82.5237 Defaulting corporations: Conditions and procedure for reinstatement. [Effective July 1, 2008.]

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

MISCELLANEOUS PROVISIONS

NRS 82.525 Form required for filing of records.

NRS 82.526 Corporate records: Microfilming; imaging; return.

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

NRS 82.531 Fees.

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

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

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

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

NRS 82.546 Renewal or revival of charter: Procedure; fee; certificate as evidence. [Effective through June 30, 2008.]

NRS 82.546 Renewal or revival of charter: Procedure; fee; certificate as evidence. [Effective July 1, 2008.]

_________

GENERAL PROVISIONS

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

(Added to NRS by 1991, 1255; A 1999, 1601; 2003, 3121; 2007, 2658)

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

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

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

(Added to NRS by 1991, 1256)

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

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

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

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

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

(Added to NRS by 1991, 1256)

NRS 82.034 “Principal office” defined. [Effective July 1, 2008.] “Principal office” has the meaning ascribed to it in NRS 78.010.

(Added to NRS by 2007, 2658, effective July 1, 2008)

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

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

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

(Added to NRS by 2003, 3121)

NRS 82.041 “Registered office” defined. [Effective through June 30, 2008.] “Registered office” of a corporation means the office maintained at the street address of its resident agent.

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

NRS 82.041 “Registered office” defined. [Effective July 1, 2008.] “Registered office” of a corporation means the office maintained at the street address of its registered agent.

(Added to NRS by 1991, 1256; A 1993, 990; 1995, 2105; 2007, 2658, effective July 1, 2008)

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

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

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

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

NRS 82.044 “Street address” defined. [Effective through June 30, 2008.] “Street address” of a resident agent means the actual physical location in this State at which a resident agent is available for service of process.

(Added to NRS by 1999, 1601)

NRS 82.044 “Street address” defined. [Effective July 1, 2008.] “Street address” of a registered agent means the actual physical location in this State at which a registered agent is available for service of process.

(Added to NRS by 1999, 1601; A 2007, 2658, effective July 1, 2008)

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

(Added to NRS by 1991, 1256)

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

1. This chapter applies to the following corporations:

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

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

(1) NRS 81.290 to 81.340, inclusive;

(2) NRS 81.350 to 81.400, inclusive;

(3) NRS 83.010 to 83.100, inclusive;

(4) NRS 85.010 to 85.070, inclusive; and

(5) NRS 86.010 to 86.190, inclusive.

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

(1) NRS 81.170 to 81.270, inclusive; and

(2) NRS 81.410 to 81.540, inclusive.

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

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

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

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

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

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

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

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

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

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

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

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

(a) The name of the corporation.

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

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

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

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

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

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

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

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

NRS 82.063 Election of board of directors of expired corporation to accept chapter: Eligibility; procedure; date of corporate existence. [Effective through June 30, 2008.]

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

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

(a) The name of the corporation.

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

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

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

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

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

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

NRS 82.063 Election of board of directors of expired corporation to accept chapter: Eligibility; procedure; date of corporate existence. [Effective July 1, 2008.]

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.

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

(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.

(Added to NRS by 1997, 709; A 1999, 607, 1602; 2003, 3122; 2007, 2658, effective July 1, 2008)

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

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

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

(Added to NRS by 1991, 1258)

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

(Added to NRS by 1991, 1258)

FORMATION

NRS 82.081 Filing requirements. [Effective through June 30, 2008.]

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

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

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

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

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

NRS 82.081 Filing requirements. [Effective July 1, 2008.]

(Added to NRS by 1991, 1258; A 1999, 1603; 2003, 3123; 2007, 2659, effective July 1, 2008)

NRS 82.086 Articles of incorporation: Required provisions. [Effective through June 30, 2008.] The articles of incorporation must set forth:

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

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

3. That the corporation is a nonprofit corporation.

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

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

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

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

NRS 82.086 Articles of incorporation: Required provisions. [Effective July 1, 2008.] The articles of incorporation must set forth:

2. The information required pursuant to NRS 77.310.

3. That the corporation is a nonprofit corporation.

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, effective July 1, 2008)

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

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

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

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

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

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

(Added to NRS by 1991, 1259)

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

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

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

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

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

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

NRS 82.101 Name of corporation: Reservation; injunctive relief.

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

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

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

NRS 82.106 Articles of incorporation: Prohibited names and businesses; certification required before filing of certain articles or amendments. [Effective through December 31, 2007.]

1. Except as otherwise provided in this subsection, the Secretary of State shall not accept for filing pursuant to this chapter any articles of incorporation or any certificate of amendment of articles of incorporation of any corporation formed or existing pursuant to this chapter if the name of the corporation contains the words “trust,” “engineer,” “engineered,” “engineering,” “professional engineer” or “licensed engineer.” The provisions of this subsection concerning the use of the word “trust” do not apply to any corporation formed or existing pursuant to this chapter that is doing business solely as a community land trust.

2. The Secretary of State shall not accept for filing pursuant to this chapter any articles of incorporation or any certificate of amendment of articles of incorporation of any corporation formed or existing pursuant to this chapter if the name of the corporation contains the words “architect,” “architecture,” “registered architect,” “licensed architect,” “registered interior designer,” “registered interior design,” “residential designer,” “registered residential designer,” “licensed residential designer” or “residential design.”

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

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

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

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

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

6. As used in this section:

(a) “Community land trust” means an organization that:

(1) Acquires parcels of land that are:

(I) Held in perpetuity; and

(II) Primarily for conveyance under long-term ground leases;

(2) Transfers ownership of any structural improvements located on the leased parcels to the lessees;

(3) When leasing parcels, retains as a condition of the lease a right to purchase any structural improvements at a price determined by a formula that is designed to ensure that the improvements remain affordable to low- and moderate-income persons in perpetuity; and

(4) Has its corporate membership open to any adult resident of a particular geographic area that is specified in the bylaws of the organization.

(b) “Ground lease” means a lease of land only.

(Added to NRS by 1991, 1260; A 1999, 1708; 2003, 20th Special Session, 53; 2005, 2627; 2007, 5, 94)

NRS 82.106 Articles of incorporation: Prohibited names and businesses; certification required before filing of certain articles or amendments. [Effective January 1, 2008.]

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

(a) Registered with the Ombudsman for Owners in Common-Interest Communities and Condominium Hotels pursuant to NRS 116.31158 or 116B.625; and

(b) Paid to the Administrator of the Real Estate Division the fees required pursuant to NRS 116.31155 or 116B.620.

6. As used in this section:

(a) “Community land trust” means an organization that:

(1) Acquires parcels of land that are:

(I) Held in perpetuity; and

(II) Primarily for conveyance under long-term ground leases;

(2) Transfers ownership of any structural improvements located on the leased parcels to the lessees;

(4) Has its corporate membership open to any adult resident of a particular geographic area that is specified in the bylaws of the organization.

(b) “Ground lease” means a lease of land only.

(Added to NRS by 1991, 1260; A 1999, 1708; 2003, 20th Special Session, 53; 2005, 2627; 2007, 5, 94, 2283, effective January 1, 2008)

NRS 82.111 Commencement of corporate existence. [Effective through June 30, 2008.]

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

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

(Added to NRS by 1991, 1260)

NRS 82.111 Commencement of corporate existence. [Effective July 1, 2008.]

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 in his office. Upon the filing of the articles, the corporation is a body corporate, by the name set forth in the articles, subject to the forfeiture of its charter and dissolution as provided in this chapter.

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

(Added to NRS by 1991, 1260; A 2007, 2660, effective July 1, 2008)

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

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

POWERS

NRS 82.121 General powers.

1. A corporation:

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

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

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

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

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

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

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

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

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

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

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

NRS 82.126 Adoption and use of corporate seal or stamp.

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

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

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

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

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

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

3. Issue certificates evidencing membership and issue identity cards.

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

5. Levy dues, assessments and fees.

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

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

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

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

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

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

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

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

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

(Added to NRS by 1991, 1261)

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

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

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

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

(Added to NRS by 1991, 1270)

CORPORATE RECORDS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

NRS 82.183 List or statement to be maintained at registered office or principal place of business; requirement to assist in criminal investigation; failure to comply; regulations.

1. A corporation shall maintain at its registered office or principal place of business in this State:

(a) A current list of its owners of record; or

(b) A statement indicating where such a list is maintained.

2. The corporation shall:

(a) Provide the Secretary of State with the name and contact information of the custodian of the list described in subsection 1. The information required pursuant to this paragraph shall be kept confidential by the Secretary of State.

(b) Provide written notice to the Secretary of State within 10 days after any change in the information contained in the list described in subsection 1.

3. Upon the request of any law enforcement agency in the course of a criminal investigation, the Secretary of State may require a corporation to:

(a) Submit to the Secretary of State, within 3 business days, a copy of the list required to be maintained pursuant to subsection 1; or

(b) Answer any interrogatory submitted by the Secretary of State that will assist in the criminal investigation.

4. If a corporation fails to comply with any requirement pursuant to subsection 3, 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.

5. 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 4 unless:

(a) The corporation complies with the requirements of subsection 3; 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.

6. The Secretary of State may adopt regulations to administer the provisions of this section.

(Added to NRS by 2007, 1321)

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

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

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

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

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

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

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

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

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

(b) To sell to any person; or

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

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

RESIDENT AGENT AND REGISTERED OFFICE; DIRECTORS AND OFFICERS

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

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

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

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

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

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

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 $25;

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

(Added to NRS by 1991, 1263; A 1993, 993; 1997, 2811; 2003, 20th Special Session, 53; 2007, 2283, effective January 1, 2008)

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 $25;

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

(Added to NRS by 1991, 1263; A 1993, 993; 1997, 2811; 2003, 20th Special Session, 53; 2007, 2283, 2660, effective July 1, 2008)

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

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

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

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

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

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

2. As used in this section:

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

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

(Added to NRS by 2005, 1604)

NRS 82.201 Board of directors or trustees: General powers.

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

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

(Added to NRS by 1991, 1267)

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

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

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

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

4. No such committee may:

(a) Amend, alter or repeal the bylaws;

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

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

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

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

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

(Added to NRS by 1991, 1267)

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

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

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

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

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

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

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

NRS 82.216 Authority of directors and representatives of corporation.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

MEMBERS

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

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

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

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

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

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

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

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

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

(Added to NRS by 1991, 1270)

NRS 82.236 Transfer of membership.

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

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

(Added to NRS by 1991, 1271)

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

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

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

3. A corporation in its articles or bylaws may:

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

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

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

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

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

(Added to NRS by 1991, 1271)

NRS 82.246 Resignation.

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

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

(Added to NRS by 1991, 1271)

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

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

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

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

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

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

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

(Added to NRS by 1991, 1272)

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

(Added to NRS by 1991, 1272)

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

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

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

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

(Added to NRS by 1991, 1272)

MEETINGS, ELECTIONS, VOTING AND NOTICE

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

(Added to NRS by 1991, 1272)

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

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

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

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

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

NRS 82.276 Consent of members in lieu of meeting.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(Added to NRS by 1991, 1273)

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

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

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

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

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

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

NRS 82.296 Directors: Removal; filling of vacancies.

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

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

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

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

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

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

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

(Added to NRS by 1991, 1274)

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

(Added to NRS by 1991, 1275)

NRS 82.306 Election of directors by order of court upon failure of regular election. [Effective through June 30, 2008.]

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

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

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

NRS 82.306 Election of directors by order of court upon failure of regular election. [Effective July 1, 2008.]

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 Carson City, 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, effective July 1, 2008)

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

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

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

(Added to NRS by 1991, 1275)

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

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

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

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

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

(Added to NRS by 1991, 1275)

NRS 82.321 Members’ proxies.

1. At any meeting of the members of any corporation, any member may designate another person or persons to act as a proxy or proxies. If a member designates two or more persons to act as proxies, a majority of those persons present at the meeting, or, if only one is present, then that one, have and may exercise all of the powers conferred by the member upon all of the persons so designated unless the member provides otherwise.

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

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

(b) A member may authorize another person or persons to act for him as proxy by transmitting or authorizing the transmission of a telegram, cablegram or other means of electronic transmission to the person who will be the holder of the proxy or to a firm which solicits proxies, or like agent authorized by the person who will be the holder of the proxy to receive the transmission. Any such telegram, cablegram or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the member. If it is determined that the telegram, cablegram or other electronic transmission is valid, the persons appointed by the corporation to count the votes of members and determine the validity of proxies and ballots or other persons making those determinations must specify the information upon which they relied.

3. Any copy, communication by telecopier, or other reliable reproduction of the writing or transmission created pursuant to subsection 2 may be substituted for the original writing or transmission for any purpose for which the original writing or transmission could be used, if the copy, communication by telecopier, or other reproduction is a complete reproduction of the entire original writing or transmission.

4. No such proxy is valid after the expiration of 6 months from the date of its creation, unless coupled with an interest, or unless the member specifies in it the length of time for which it is to continue in force, which may not exceed 7 years from the date of its creation. Subject to these restrictions, any proxy properly created is not revoked and continues in full force and effect until another instrument or transmission revoking it or a properly created proxy bearing a later date is filed with or transmitted to the secretary of the corporation or another person or persons appointed by the corporation to count the votes of members and determine the validity of proxies and ballots.

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

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

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

2. A written ballot must:

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

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

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

4. Solicitations for votes by written ballot must:

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

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

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

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

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

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

(Added to NRS by 1991, 1277)

NRS 82.336 Delegates and members: Special meetings; notices.

1. A corporation having members entitled to vote on the matter involved must hold a special meetin