Nevada § 82.321 - Members' proxies

§ 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, if only one is present, then that one, have and

may exercise all of the powers conferred by the member upon all of the persons so

designated unless the member provides otherwise. 2. Without limiting the manner in which a member may authorize another person or persons

to act for him or her as proxy pursuant to subsection 1, the following constitutes

valid means by which a member may grant such authority: (a) A member may sign a writing authorizing another person or persons to act for him

or her as proxy. (b) A member may authorize another person or persons to act for him or her as proxy

by transmitting or authorizing the transmission of a telegram, cablegram or other

means of electronic transmission to the person who will be the holder of the proxy

or to a firm which solicits proxies, or like agent authorized by the person who will

be the holder of the proxy to receive the transmission. Any such telegram, cablegram or other means of electronic transmission must either

set forth or be submitted with information from which it can be determined that the

telegram, cablegram or other electronic transmission was authorized by the member. If it is determined that the telegram, cablegram or other electronic transmission

is valid, the persons appointed by the corporation to count the votes of members and

determine the validity of proxies and ballots or other persons making those determinations

must specify the information upon which they relied. 3. Any copy, communication by telecopier, or other reliable reproduction of the writing

or transmission created pursuant to subsection 2 may be substituted for the original

writing or transmission for any purpose for which the original writing or transmission

could be used, if the copy, communication by telecopier, or other reproduction is

a complete reproduction of the entire original writing or transmission. 4. No such proxy is valid after the expiration of 6 months from the date of its creation,

unless coupled with an interest, or unless the member specifies in it the length of

time for which it is to continue in force, which may not exceed 7 years from the date

of its creation. Subject to these restrictions, any proxy properly created is not revoked and continues

in full force and effect until another instrument or transmission revoking it or a

properly created proxy bearing a later date is filed with or transmitted to the secretary

of the corporation or another person or persons appointed by the corporation to count

the votes of members and determine the validity of proxies and ballots.