82.061 - Election of existing corporation to accept chapter: Filing requirements; contents. - Nevada Statutes

82.061  Election of existing corporation to accept chapter: Filing requirements; contents.

      1.  A certificate of election to accept this chapter pursuant to NRS 82.056 must be signed by an officer of the corporation and must set forth:

      (a) The name of the corporation.

      (b) A statement by the corporation that it has elected to accept this chapter and adopt new articles of incorporation conforming to the provisions of this chapter and any other statutes pursuant to which the corporation may have been organized.

      (c) If there are members or stockholders entitled to vote thereon, a statement setting forth the date of the meeting of the members or stockholders at which the election to accept this chapter and adopt new articles was made, that a quorum was present at the meeting and that acceptance and adoption was authorized by at least a majority of the votes which members or stockholders present at the meeting in person or by proxy were entitled to cast.

      (d) If there are no members or stockholders entitled to vote thereon, a statement of that fact, the date of the meeting of the board of directors at which the election to accept and adopt was made, that a quorum was present at the meeting and that the acceptance and adoption were authorized by a majority vote of the directors present at the meeting.

      (e) A statement that, in addition, the corporation followed the requirements of the law under which it was organized, its old articles of incorporation and its old bylaws so far as applicable in effecting the acceptance.

      (f) A statement that the attached copy of the articles of incorporation of the corporation are the new articles of incorporation of the corporation.

      (g) If the corporation has issued shares of stock, a statement of that fact including the number of shares theretofore authorized, the number issued and outstanding and that upon the effective date of the certificate of acceptance the authority of the corporation to issue shares of stock is thereby terminated.

      2.  The certificate so signed must be filed in the Office of the Secretary of State.

      (Added to NRS by 1991, 1257; A 1993, 990; 1997, 710; 1999, 1601; 2003, 3122)