Title 7

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

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, whe…

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 corpo…

NRS 82.131 Specific powers. Subject to such limitations, if any, as may be contained in its articles, and except as otherwise provided in NRS 82A.100, every corporation may: 1. Borrow money and contract debts when necessary for the transaction of its business, or for the exercise…

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,…

NRS 82.181 Maintenance of records at principal office or with custodian of records; inspection and copying of records; penalties; denial of request for inspection of records; defense to action for penalties or damages; authority of court to compel production of records. 1. A corp…

NRS 82.183 Records to be provided to Secretary of State; requirement to assist in criminal investigation; failure to comply; regulations. 1. Upon the request of the Secretary of State, a corporation shall provide the Secretary of State with the name and contact information of the…

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’…

NRS 82.188 Manner of storage of records; conversion of electronic records into clear and legible paper form; admissibility in evidence of electronic records. 1. Except as otherwise required by federal or state law, any records maintained by a corporation in its regular course of …

NRS 82.193 Registered agent required; applicable law regarding registered agent and registered office; applicable law regarding annual list and defaulting corporations; default and reinstatement of corporation which is unit-owners’ association; fees. 1. A corporation shall have a…

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…

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…

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 article…

NRS 82.206 Committees of board of directors: Designation; powers; names; membership. 1. Unless otherwise provided in the articles or bylaws, the board of directors may designate one or more committees which, to the extent provided in the bylaws or in the resolution or resolutions…

NRS 82.211 Officers of corporation: Selection; terms; duties. 1. Every corporation must have a president or a chair of the board, a secretary and a treasurer. 2. Every corporation may also have one or more vice presidents, assistant secretaries and assistant treasurers, and such …

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 authoriz…

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 of…

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…

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 n…

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…

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…

NRS 82.246 Resignation. 1. Except as otherwise provided in subsection 2, and unless otherwise provided in its articles or bylaws, a member of a corporation may resign at any time. The resignation of a member does not relieve the member from any obligations the member may have to …

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 do…

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 199…

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 …

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…

NRS 82.271 Meetings of board of directors or delegates: Quorum; consent to action taken without meeting; alternative means for participating at meeting. 1. Unless the articles or the bylaws provide for a different proportion, a majority of the board of directors or delegates of t…

NRS 82.276 Consent of members in lieu of meeting; alternative means for participating at meeting. 1. Unless otherwise provided in the articles or bylaws, any action which may be taken by the vote of members at a meeting may be taken without a meeting if authorized by the written …

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 secret…

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, a…

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 …

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 o…

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 office and shall discharge the duties of a director unt…

NRS 82.306 Election of directors by order of court upon failure of regular election. 1. If any corporation fails to elect directors within 18 months after the last election of directors required by NRS 82.286, the district court has jurisdiction in equity, upon application of any…

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 threate…

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 …

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,…

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 directo…

NRS 82.331 Cumulative voting. The articles or bylaws of any corporation may provide that at all elections of directors of the corporation each member having a right to elect directors at the meeting is entitled to as many votes as equal the number of his or her memberships multip…

NRS 82.336 Delegates and members: Special meetings; notices. 1. A corporation having members entitled to vote on the matter involved must hold a special meeting of delegates or members if: (a) The board of directors or persons authorized to do so by the articles or bylaws demand …

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

NRS 82.346 Amendment of articles before first meeting of directors. 1. If the first meeting of the directors has not taken place and if there are no members, a majority of the incorporators of a corporation may amend the original articles by signing and proving in the manner requ…

NRS 82.351 Amendment of articles: Scope of amendments. 1. A corporation whose directors have held a first meeting or which has members who are not incorporators may amend its articles in any of the following respects: (a) By addition to its corporate powers and purposes, or dimin…

NRS 82.356 Amendment of articles: Procedure. 1. Except as otherwise provided in NRS 77.340, each amendment adopted pursuant to the provisions of NRS 82.351 must be made in the following manner: (a) The board of directors must adopt a resolution setting forth the amendment propose…

NRS 82.371 Restatement of articles. 1. A corporation may restate, or amend and restate, in a single certificate the entire text of its articles as amended by filing with the Secretary of State a certificate which must set forth the articles as amended to the date of the certifica…

NRS 82.436 Sale, lease or exchange of assets: Authority; procedure. 1. Every corporation may, by action taken at a meeting of its board of directors, sell, lease or exchange all of its property and assets, including its goodwill and its corporate franchises, upon such terms and c…