Nevada § 82.296 - Directors: Removal; filling of vacancies

§ 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 the director’s 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 chair 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 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.