Nevada § 78.320 - Stockholders’ meetings: Quorum; consent for actions taken without meeting; alternative means for participating at meeting

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

1. Unless this chapter, the articles of incorporation or the bylaws provide for different

proportions: (a) A majority of the voting power, which includes the voting power that is present

in person or by proxy, regardless of whether the proxy has authority to vote on any

matter, constitutes a quorum for the transaction of business; and (b) Action by the stockholders on a matter other than the election of directors is

approved if the number of votes cast in favor of the action exceeds the number of

votes cast in opposition to the action. 2. Unless otherwise provided in the articles of incorporation or the bylaws, any action

required or permitted to be taken at a meeting of the stockholders may be taken without

a meeting if, before or after the action, a written consent thereto is signed by stockholders

holding at least a majority of the voting power, except that if a different proportion

of voting power is required for such an action at a meeting, then that proportion

of written consents is required. 3. In no instance where action is authorized by written consent need a meeting of

stockholders be called or notice given. 4. Unless otherwise restricted by the articles of incorporation or bylaws, stockholders

and certain other persons permitted by the corporation to attend a meeting of stockholders

may participate in the meeting through remote communication, including, without limitation,

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 stockholder

or permitted person; and (b) Provide the stockholders a reasonable opportunity to participate in the meeting

and to vote on matters submitted to the stockholders, including an opportunity to

communicate, and to read or hear the proceedings of the meetings in a substantially

concurrent manner with such proceedings. 5. Unless otherwise restricted by the articles of incorporation or bylaws, a meeting

of stockholders may be held solely by remote communication pursuant to subsection

4 and, if a meeting is so held, no other means of communication is required in the

conduct of the meeting unless otherwise prescribed by the board of directors. 6. Participation in a meeting pursuant to subsection 4 constitutes presence in person

at the meeting. 7. Unless this chapter, the articles of incorporation or the bylaws provide for different

proportions, if voting by a class or series of stockholders is permitted or required: (a) A majority of the voting power of the class or series that is present in person

or by proxy, regardless of whether the proxy has authority to vote on any matter,

constitutes a quorum for the transaction of business; and (b) An act by the stockholders of each class or series is approved if a majority of

the voting power of a quorum of the class or series votes for the action. 8. Unless otherwise provided in the articles of incorporation or the bylaws, once

a share is represented in person or by proxy for any purpose at a meeting, the share

shall be deemed present for purposes of determining a quorum for the remainder of

the meeting and for any adjournment of the meeting unless a new record date is or

must be fixed for the adjourned meeting.