Nevada § 78.315 - Directors’ meetings: Quorum; consent for actions taken without meeting; alternative means for participating at meeting

§ 78.315. Directors’ meetings: Quorum; consent for actions taken without meeting; alternative means for participating at meeting

1. Unless the articles of incorporation or the bylaws provide for a greater or lesser

proportion, a majority of the board of directors of the corporation then in office,

at a meeting duly assembled, is necessary to constitute a quorum for the transaction

of business, and the act of directors holding a majority of the voting power of the

directors, present at a meeting at which a quorum is present, is the act of the board

of directors. 2. Unless otherwise restricted by the articles of incorporation or bylaws, any action

required or permitted to be taken at a meeting of the board of directors or of a committee

thereof may be taken without a meeting if, before or after the action, a written consent

thereto is signed by all the members of the board or of the committee, except that

such written consent is not required to be signed by: (a) A common or interested director who abstains in writing from providing consent

to the action. If a common or interested director abstains in writing from providing consent: (1) The fact of the common directorship, office or financial interest must be known

to the board of directors or committee before a written consent is signed by all the

members of the board of the committee. (2) Such fact must be described in the written consent. (3) The board of directors or committee must approve, authorize or ratify the action

in good faith by unanimous consent without counting the abstention of the common or

interested director. (b) A director who is a party to an action, suit or proceeding who abstains in writing

from providing consent to the action of the board of directors or committee. If a director who is a party to an action, suit or proceeding abstains in writing

from providing consent on the basis that he or she is a party to an action, suit or

proceeding, the board of directors or committee must: (1) Make a determination pursuant to NRS 78.7502 that indemnification of the director is proper under the circumstances. (2) Approve, authorize or ratify the action of the board of directors or committee

in good faith by unanimous consent without counting the abstention of the director

who is a party to an action, suit or proceeding. 3. Unless otherwise restricted by the articles of incorporation or bylaws, members

of the board of directors or the governing body of any corporation, or of any committee

designated by such board or body, may participate in a meeting of the board, body

or committee through electronic communications, videoconferencing, teleconferencing

or other available technology if the corporation has implemented reasonable measures

to: (a) Verify the identity of each person participating through such means as a director

or member of the governing body or committee, as the case may be; and (b) Provide the directors or members a reasonable opportunity to participate in the

meeting and to vote on matters submitted to the directors or members, as the case

may be, including an opportunity to communicate and to read or hear the proceedings

of the meeting in a substantially concurrent manner with such proceedings. 4. Participation in a meeting pursuant to subsection 3 constitutes presence in person

at the meeting.