Nevada § 82.056 - Election of existing corporation to accept chapter: Eligibility; procedure

§ 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.