82.206 - Committees of board of directors: Designation; powers; names; membership. - Nevada Statutes

82.206  Committees of board of directors: Designation; powers; names; membership.

      1.  Unless otherwise provided in the articles or bylaws, the board of directors may designate one or more committees which, to the extent provided in the bylaws or in the resolution or resolutions designating such committee or committees, have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, and may have power to authorize the seal of the corporation to be affixed to all papers on which the corporation desires to place a seal.

      2.  The committee or committees may have such name or names as may be stated in the bylaws or as may be determined from time to time by resolution adopted by the board of directors.

      3.  Each committee must have at least one director. Unless it is otherwise provided in the articles or bylaws, the board of directors may appoint natural persons who are not directors to serve on the committees.

      4.  No such committee may:

      (a) Amend, alter or repeal the bylaws;

      (b) Elect, appoint or remove any member of any such committee or any director of the corporation;

      (c) Amend or repeal the articles, adopt a plan of merger or a plan of consolidation with another corporation;

      (d) Authorize the sale, lease or exchange of all of the property and assets of the corporation;

      (e) Authorize the voluntary dissolution of the corporation or revoke proceedings therefor;

      (f) Adopt a plan for the distribution of the assets of the corporation; or

      (g) Amend, alter or repeal any resolution of the board of directors unless it provides by its terms that it may be amended, altered or repealed by a committee.

      (Added to NRS by 1991, 1267; A 2009, 1687)