Nevada Revised Statutes 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:
Terms Used In Nevada Revised Statutes 78.320
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- person: means a natural person, any form of business or social organization and any other nongovernmental legal entity including, but not limited to, a corporation, partnership, association, trust or unincorporated organization. See Nevada Revised Statutes 0.039
- Quorum: The number of legislators that must be present to do business.
- Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
(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.