Corporate Bylaws - Nevada

BYLAWS OF [____________________], a Nevada corporation

A for-profit corporation organized under Nevada Private Corporations, Nev. Rev. Stat. ch. 78 (the "Act" or "NRS Chapter 78").

Effective Date: [__/__/____]

TABLE OF CONTENTS

1. Article I — Definitions
2. Article II — Offices and Registered Agent
3. Article III — Stockholders
4. Article IV — Board of Directors
5. Article V — Committees of the Board
6. Article VI — Officers
7. Article VII — Indemnification and Advancement of Expenses
8. Article VIII — Shares and Distributions
9. Article IX — Records and Reports
10. Article X — Corporate Seal, Fiscal Year, and General Provisions
11. Article XI — Forum Selection
12. Article XII — Amendment of Bylaws
13. Article XIII — Emergency Bylaws
14. Certification / Secretary's Adoption Block
15. Sources and References

ARTICLE I — DEFINITIONS

For purposes of these Bylaws: "Articles" means the corporation's Articles of Incorporation, as amended or restated. "Board" means the Board of Directors of the corporation. "Act" or "NRS Chapter 78" means Nevada Private Corporations, Nev. Rev. Stat. ch. 78, as amended. "Stockholder" means a holder of record of shares of the corporation. "Electronic transmission" means any form of communication permitted under the Act that does not directly involve the physical transmission of paper and that creates a record capable of retention, retrieval, and review. Capitalized terms not defined here have the meanings given in the Act.

ARTICLE II — OFFICES AND REGISTERED AGENT

Section 2.1 Registered Agent and Registered Office. Pursuant to NRS 78.090, the corporation shall continuously maintain a registered agent and registered office in Nevada. The registered agent is [____________________], whose Nevada street address (registered office) is [____________________]. The corporation may change its registered agent or registered office by resolution of the Board and by filing the appropriate statement of change with the Nevada Secretary of State.

Section 2.2 Principal and Other Offices. The principal office of the corporation shall be located at [____________________], or at such other place as the Board may determine. The corporation may also have offices at such other places, within or without the State of Nevada, as the Board may designate or the business of the corporation may require.

Section 2.3 Maintenance of Records. The corporation shall maintain the records required by NRS 78.105 at its registered office or principal place of business in Nevada, or with its custodian of records, and shall make such records available for inspection as provided in NRS 78.105 and 78.107.

ARTICLE III — STOCKHOLDERS

Section 3.1 Annual Meeting. The annual meeting of stockholders shall be held on such date, at such time, and at such place (if any), within or without the State of Nevada, as the Board shall designate, for the election of directors and the transaction of such other business as may properly come before the meeting. Pursuant to NRS 78.310, the place of meetings is determined in the manner provided by these Bylaws (or, if so designated, by the Articles).

Section 3.2 Special Meetings. Special meetings of stockholders may be called by [the Board / the Chairperson of the Board / the President / the holders of not less than [____]% of the voting power], or by such other persons as may be authorized by the Articles or these Bylaws. Only business within the purpose(s) described in the meeting notice may be conducted at a special meeting.

Section 3.3 Place of Meetings; Remote Participation. Meetings of stockholders may be held within or without the State of Nevada as determined by the Board (NRS 78.310). Pursuant to NRS 78.320, unless otherwise provided in the Articles or these Bylaws, stockholders may participate in a meeting by electronic communications, videoconferencing, teleconferencing, or other available technology if the corporation implements reasonable measures to verify that each participating person is a stockholder and to provide each such stockholder a reasonable opportunity to participate and to vote, including an opportunity to communicate and to read or hear the proceedings substantially concurrently. A stockholder so participating is deemed present in person at the meeting.

Section 3.4 Notice of Meetings. Written notice of each stockholders' meeting, stating the place (if any), date, and hour of the meeting, the means of any remote communication by which stockholders may participate, and (in the case of a special meeting) the purpose(s) for which the meeting is called, shall be given to each stockholder entitled to vote not fewer than ten (10) nor more than sixty (60) days before the meeting, in accordance with NRS 78.370. Notice may be given by electronic transmission to the extent permitted by the Act and consented to by the stockholder.

Section 3.5 Waiver of Notice. Pursuant to NRS 78.375, whenever notice is required to be given, a written waiver signed by the person entitled to notice (or a waiver by electronic transmission), whether before or after the time stated in the notice, is equivalent to the giving of notice. Attendance at a meeting constitutes waiver of notice except where the person attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of business on the ground that the meeting is not lawfully called or convened.

Section 3.6 Record Date. Pursuant to NRS 78.350, the Board may fix, in advance, a record date for determining the stockholders entitled to notice of and to vote at a meeting (and, as applicable, to consent to corporate action, to receive a distribution, or for any other purpose). Unless a longer or shorter period is prescribed in the Articles, the record date may not be more than sixty (60) days nor fewer than ten (10) days before the meeting.

Section 3.7 Quorum. Pursuant to NRS 78.320, unless the Act, the Articles, or these Bylaws provide for different proportions, a majority of the voting power, 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. Once a quorum is present, the stockholders present may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 3.8 Voting. Pursuant to NRS 78.350, unless otherwise provided in the Articles or in a certificate of designation establishing a class or series, each stockholder of record is entitled to one (1) vote for each share standing in the stockholder's name on the records of the corporation. Pursuant to NRS 78.320, action by the stockholders on a matter other than the election of directors is approved if the votes cast in favor of the action exceed the votes cast in opposition, unless the Act, the Articles, or these Bylaws require a greater proportion. Directors are elected as provided in NRS 78.330.

Section 3.9 Proxies. Pursuant to NRS 78.355, a stockholder may authorize another person or persons to act for the stockholder by proxy, by a written authorization signed by the stockholder or by an electronic transmission containing information from which it can be determined that the transmission was authorized by the stockholder. A proxy is not valid after the expiration of six (6) months from its date of creation unless the stockholder provides otherwise, but in no event may a proxy be valid for more than seven (7) years from the date of its creation. A proxy is revocable unless it is coupled with an interest and states that it is irrevocable, as provided in NRS 78.355.

Section 3.10 Action by Written Consent. Pursuant to NRS 78.320, unless otherwise provided in the Articles or these 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 (or consent by electronic transmission) is signed by stockholders holding at least a majority of the voting power; except that, if a greater proportion of voting power is required for the action at a meeting, then that proportion of written consents is required. In no instance where action is authorized by written consent need a meeting of stockholders be called or notice given.

Section 3.11 Voting Trusts and Agreements. Stockholders may enter into voting trusts and voting agreements to the extent permitted by NRS 78.365 and the Act.

Section 3.12 Adjournment. Any stockholders' meeting may be adjourned to another time or place by the chair of the meeting or by the vote of a majority of the shares present. Notice of an adjourned meeting need not be given if the new date, time, and place are announced at the meeting before adjournment, except as the Act otherwise requires (including where a new record date is fixed).

ARTICLE IV — BOARD OF DIRECTORS

Section 4.1 General Powers. Pursuant to NRS 78.115 and 78.120, the business and affairs of the corporation must be managed by or under the direction of the Board, subject only to such limitations as may be provided by the Act or the Articles.

Section 4.2 Number and Qualifications. Pursuant to NRS 78.115, the Board shall consist of at least one (1) natural person, with the number specified as [____] director(s), or fixed from time to time as provided in the Articles or these Bylaws. Directors need not be stockholders or residents of Nevada unless the Articles or these Bylaws so require.

Section 4.3 Election, Terms, and Classification. Pursuant to NRS 78.330, unless elected by written consent as permitted by the Act, directors are elected at the annual meeting of stockholders by a plurality of the votes cast, and each director holds office until the director's successor is elected and qualified, subject to earlier resignation, removal, or death. The Articles or these Bylaws may provide for the classification of directors and staggered terms as permitted by NRS 78.330.

Section 4.4 Resignation. A director may resign at any time by delivering written notice (or notice by electronic transmission) to the Chairperson of the Board, the President, the Secretary, or the Board. A resignation is effective upon delivery unless it specifies a later effective time.

Section 4.5 Removal; Vacancies. Pursuant to NRS 78.335, unless the Articles provide otherwise, any director or one or more of the incumbent directors may be removed from office by the vote of stockholders representing not less than two-thirds (2/3) of the voting power of the issued and outstanding stock entitled to vote. Vacancies on the Board, including those resulting from an increase in the number of directors, may be filled by a majority of the remaining directors though less than a quorum, or by a sole remaining director, as provided in NRS 78.335, unless the Articles provide otherwise.

Section 4.6 Regular and Special Meetings. The Board may hold regular meetings, within or without the State of Nevada (NRS 78.310), at such times and places as it determines, and may hold such meetings without notice if these Bylaws so provide. Special meetings of the Board may be called by [the Chairperson of the Board / the President / any two (2) directors] on at least [twenty-four (24) hours'] notice, or on such shorter notice as the person calling the meeting deems necessary.

Section 4.7 Quorum and Voting. Unless a greater number is required by the Articles or these Bylaws, a majority of the directors then in office (or, if greater, a majority of the number of directors fixed by or in the manner provided in these Bylaws) constitutes a quorum for the transaction of business. The act of a majority of the directors present at a meeting at which a quorum is present is the act of the Board unless the Articles or these Bylaws require the vote of a greater number.

Section 4.8 Telephonic and Electronic Meetings. Members of the Board (or of any committee) may participate in a meeting by means of a conference telephone or other method of communication by which all persons participating in the meeting can hear or communicate with each other, and such participation constitutes presence in person at the meeting.

Section 4.9 Action Without Meeting. Unless otherwise restricted by the Articles or these Bylaws, any action required or permitted to be taken at a meeting of the Board (or of any committee) may be taken without a meeting if, before or after the action, all members of the Board or committee consent to the action in writing or by electronic transmission, and the writing or transmission is filed with the minutes of the proceedings of the Board or committee.

Section 4.10 Compensation. Pursuant to NRS 78.140, the Board may fix the compensation of directors and may provide for reimbursement of reasonable expenses incurred in the performance of their duties.

Section 4.11 Fiduciary Duties; Business Judgment. Pursuant to NRS 78.138, directors and officers shall exercise their powers in good faith and with a view to the interests of the corporation. A director or officer is presumed to act in good faith, on an informed basis, and with a view to the interests of the corporation; directors and officers are not individually liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure to act except as provided in NRS 78.138 (breach of fiduciary duties involving intentional misconduct, fraud, or a knowing violation of law) or as otherwise provided by the Act or the Articles.

ARTICLE V — COMMITTEES OF THE BOARD

Section 5.1 Designation. Pursuant to NRS 78.125, unless it is otherwise provided in the Articles, the Board may designate one or more committees, each consisting of one or more directors, which, to the extent provided in the resolution or these Bylaws, may exercise the powers of the Board in the management of the business and affairs of the corporation.

Section 5.2 Limitations and Procedures. A committee may exercise only such authority as is lawfully delegated to it and may not exercise any authority that the Act reserves to the full Board. Each committee shall keep regular minutes of its proceedings and report to the Board as required. Unless otherwise provided by the Board, a majority of the members of a committee constitutes a quorum, and the act of a majority of the members present at a meeting at which a quorum is present is the act of the committee.

ARTICLE VI — OFFICERS

Section 6.1 Officers. Pursuant to NRS 78.130, the corporation shall have a President, a Secretary, and a Treasurer, and may have a Chairperson of the Board, one or more Vice Presidents, and such other officers and assistant officers and agents as the Board deems necessary. Every corporation must have a President, a Secretary, and a Treasurer (or equivalents). Any natural person may hold two or more offices.

Section 6.2 Appointment and Term. Officers are chosen by the Board and hold office for such terms as the Board determines, and until their successors are chosen and qualified, subject to earlier resignation or removal. The Board may fill any vacancy in any office.

Section 6.3 Resignation and Removal. Any officer may resign at any time by delivering notice to the corporation; the resignation is effective upon delivery unless it specifies a later time. The Board may remove any officer at any time, with or without cause. The appointment of an officer does not of itself create contract rights.

Section 6.4 President. The President is the chief executive officer of the corporation (unless the Board designates another officer as chief executive officer) and, subject to the Board, has general supervision of the business and affairs of the corporation. The President shall preside at meetings of the stockholders and of the Board in the absence of a Chairperson of the Board, and shall perform such other duties as the Board may assign.

Section 6.5 Secretary. The Secretary shall keep the minutes of meetings of the stockholders and the Board, give all notices required by the Act or these Bylaws, maintain the stock ledger and other corporate records, authenticate records of the corporation, and perform such other duties as the Board or the President may assign.

Section 6.6 Treasurer. The Treasurer is the chief financial officer of the corporation, shall have custody of the corporate funds and securities, shall keep accurate books of account, shall deposit corporate funds in depositories selected by the Board, and shall perform such other duties as the Board or the President may assign.

ARTICLE VII — INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 7.1 Discretionary Indemnification (Third-Party Proceedings). Pursuant to NRS 78.7502(1), the corporation may indemnify any person who is or was a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding (whether civil, criminal, administrative, or investigative, but not an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the corporation's request in such a capacity for another enterprise, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with the proceeding, if the person: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or plea of nolo contendere does not, of itself, create a presumption that the person did not meet that standard.

Section 7.2 Discretionary Indemnification (Derivative Proceedings). Pursuant to NRS 78.7502(2), the corporation may indemnify any such person who is or was a party, or is threatened to be made a party, to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor, against expenses (including attorneys' fees) actually and reasonably incurred in connection with the defense or settlement of the action or suit, if the person meets the applicable standard set forth in NRS 78.7502. Indemnification may not be made for any claim, issue, or matter as to which the person has been adjudged by a court of competent jurisdiction (after exhaustion of all appeals) to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court determines that, in view of all the circumstances, the person is fairly and reasonably entitled to indemnity for such expenses.

Section 7.3 Mandatory Indemnification. Pursuant to NRS 78.751(1), to the extent that a director, officer, employee, or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding described in NRS 78.7502, or in defense of any claim, issue, or matter therein, the corporation shall indemnify the person against expenses (including attorneys' fees) actually and reasonably incurred in connection with the defense.

Section 7.4 Determination and Authorization. Pursuant to NRS 78.751(2), any discretionary indemnification under NRS 78.7502 (unless ordered by a court or advanced under subsection 7.5) may be made by the corporation only as authorized in the specific case upon a determination that indemnification is proper because the person met the applicable standard of conduct. The determination shall be made (a) by the stockholders, (b) by the Board by majority vote of a quorum consisting of directors who were not parties to the proceeding, (c) if such a quorum cannot be obtained, by a majority vote of a committee designated by the Board consisting of directors not parties to the proceeding, or (d) if such a quorum of the Board cannot be obtained and such a committee cannot be designated, or if so directed by the requisite directors, by independent legal counsel in a written opinion, all as provided in NRS 78.751(2).

Section 7.5 Advancement of Expenses. Pursuant to NRS 78.751(3), the Articles, these Bylaws, or an agreement may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit, or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that the person is not entitled to be indemnified by the corporation.

Section 7.6 Other Rights; Continuation. Pursuant to NRS 78.751(4) and (5), the indemnification and advancement of expenses authorized in or ordered by a court under this Article (a) do not exclude any other rights to which the person seeking indemnification or advancement may be entitled under the Articles, these Bylaws, an agreement, a vote of stockholders or disinterested directors, or otherwise, for either an action in the person's official capacity or an action in another capacity while holding office (except that indemnification, unless ordered by a court under NRS 78.7502(2) or for the advancement of expenses, may not be made to or on behalf of a person if a final adjudication establishes that the person's acts or omissions involved intentional misconduct, fraud, or a knowing violation of law and were material to the cause of action), and (b) continue for a person who has ceased to be a director, officer, employee, or agent and inure to the benefit of the person's heirs, executors, and administrators.

Section 7.7 Insurance and Other Financial Arrangements. Pursuant to NRS 78.752, the corporation may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the corporation's request in such a capacity for another enterprise, for any liability asserted against the person and any liability and expenses incurred in that capacity or arising out of the person's status as such, whether or not the corporation would have the power to indemnify the person against such liability under the Act.

ARTICLE VIII — SHARES AND DISTRIBUTIONS

Section 8.1 Stock Certificates; Uncertificated Shares. Pursuant to NRS 78.235, shares may be represented by certificates or may be uncertificated as provided by resolution of the Board. If certificated, each certificate must be signed by two officers of the corporation (signatures may be facsimile) and may bear the corporate seal. Within a reasonable time after the issuance or transfer of uncertificated shares, the corporation shall send the stockholder a written statement of the information required by the Act.

Section 8.2 Replacement of Certificates. The corporation may issue a new certificate (or uncertificated shares) in place of any certificate alleged to have been lost, stolen, or destroyed, upon receipt of satisfactory evidence of the loss and, if the Board requires, a bond sufficient to indemnify the corporation, all as provided in NRS 78.235.

Section 8.3 Transfer of Shares. Transfers of shares shall be made on the books of the corporation only by the holder of record or by a duly authorized attorney, upon surrender of any certificate (if certificated) properly endorsed for transfer, and subject to any transfer restrictions imposed in the manner permitted by the Act and noted as required.

Section 8.4 Consideration for Shares. Pursuant to NRS 78.211, the Board may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation; the judgment of the Board as to the value of the consideration is conclusive in the absence of actual fraud.

Section 8.5 Distributions. Pursuant to NRS 78.288, the Board may authorize, and the corporation may make, distributions to its stockholders, subject to any restriction in the Articles, except that no distribution may be made if, after giving it effect, (a) the corporation would not be able to pay its debts as they become due in the usual course of business, or (b) except as otherwise specifically permitted by the Articles, the corporation's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution.

Section 8.6 Directors' Liability for Unlawful Distributions. Pursuant to NRS 78.300, directors who vote for or assent to a distribution in violation of the Act or the Articles are jointly and severally liable to the corporation, subject to the defenses and limitations period set forth in that section.

ARTICLE IX — RECORDS AND REPORTS

Section 9.1 Corporate Records. The corporation shall keep correct and complete books and records of account, minutes of the proceedings of its stockholders and Board, and a stock ledger or duplicate stock ledger as required by NRS 78.105. The corporation shall maintain the records required by NRS 78.105 at its registered office or principal place of business in Nevada, or with its custodian of records whose name and address are available at the registered office.

Section 9.2 Inspection. A stockholder is entitled to inspect and copy records to the extent and subject to the conditions and procedures provided in NRS 78.105 and 78.107, including, for certain records, a stockholder's ownership threshold and a demand made in good faith and for a purpose reasonably related to the person's interest as a stockholder.

Section 9.3 Annual List and State Filings. The corporation shall file with the Nevada Secretary of State the annual list of directors and officers and shall pay the business license fee as required by NRS 78.150 et seq., and shall maintain copies with its corporate records.

ARTICLE X — CORPORATE SEAL, FISCAL YEAR, AND GENERAL PROVISIONS

Section 10.1 Corporate Seal. Pursuant to NRS 78.065, the corporation may, but need not, adopt and use a corporate seal. The use or nonuse of a seal does not affect the validity of any instrument.

Section 10.2 Fiscal Year. The fiscal year of the corporation shall end on [____________________] of each year, or on such other date as the Board may determine by resolution.

Section 10.3 Form of Records. The corporation may keep its records in any form (including electronic form) capable of conversion into clear and legible paper form within a reasonable time, consistent with NRS 78.0297.

Section 10.4 Conflict with Articles or Act. In the event of any conflict between these Bylaws and the Articles or the Act, the Articles or the Act, as applicable, shall control.

Section 10.5 Severability. If any provision of these Bylaws is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

ARTICLE XI — FORUM SELECTION

Section 11.1 Exclusive Forum. Pursuant to NRS 78.046, unless the corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for any internal action (as defined in the Act), including any derivative action brought on behalf of the corporation, any action asserting a claim for breach of a fiduciary duty owed by a director, officer, employee, or agent to the corporation or its stockholders, or any action asserting a claim arising under the Act, the Articles, or these Bylaws, shall be a state district court located in the State of Nevada (or, if no state court located in Nevada has jurisdiction, the federal district court for the District of Nevada). To the extent permitted by NRS 78.046 and the Articles, any provision of the Articles waiving the right to a trial by jury for an internal action shall be given effect.

ARTICLE XII — AMENDMENT OF BYLAWS

Section 12.1 Amendment by Board. Pursuant to NRS 78.120, the Board may make, alter, amend, or repeal these Bylaws, subject to any limitation in the Act or the Articles. The Articles may grant the authority to adopt, amend, or repeal bylaws exclusively to the directors or may reserve or share that authority with the stockholders.

Section 12.2 Amendment by Stockholders. Except to the extent the Articles vest that authority exclusively in the Board, the stockholders may make, alter, amend, or repeal these Bylaws by the vote required by the Articles or these Bylaws (and otherwise by the affirmative vote of the holders of a majority of the voting power present and entitled to vote).

Section 12.3 Limitations. No bylaw amendment may conflict with the Articles or the Act.

ARTICLE XIII — EMERGENCY BYLAWS

Section 13.1 Emergency Bylaws. Pursuant to the emergency-governance authority of the Act, the Board may adopt emergency bylaws, subject to repeal or change by action of the stockholders, that are operative during any emergency resulting from an attack, catastrophe, or other event that makes it impracticable for a quorum of the Board to be readily assembled. The emergency bylaws may provide procedures for calling Board meetings, quorum requirements, and the designation of additional or substitute directors.

Section 13.2 Notice and Quorum During Emergency. During an emergency, notice of a Board meeting need be given only to those directors whom it is practicable to reach and may be given by any practicable means. To the extent provided in the emergency bylaws, officers or other persons may be deemed directors for purposes of obtaining a quorum.

Section 13.3 Effect; Liability. Corporate action taken in good faith in accordance with the emergency bylaws binds the corporation and may not be the basis for imposing liability on any director, officer, employee, or agent. To the extent not inconsistent with the emergency bylaws, these Bylaws remain in effect during the emergency, and the emergency bylaws cease to be operative upon termination of the emergency.

CERTIFICATION / SECRETARY'S ADOPTION BLOCK

The undersigned, being the duly elected and acting Secretary of [____________________], a Nevada corporation, hereby certifies that the foregoing Bylaws were duly adopted as the Bylaws of the corporation by [the incorporator(s) / the Board of Directors] pursuant to NRS 78.120 on [__/__/____], and that such Bylaws have not been amended or repealed and remain in full force and effect as of the date set forth below.

Dated: [__/__/____]

____________________________________
[____________________], Secretary

SOURCES AND REFERENCES

• Nevada Private Corporations, Nev. Rev. Stat. ch. 78 — https://www.leg.state.nv.us/nrs/nrs-078.html
• NRS 78.046 (forum selection; jury-trial waiver in articles or bylaws)
• NRS 78.065 (corporate seal); NRS 78.090 (registered agent and registered office); NRS 78.105, 78.107 (records; inspection); NRS 78.0297 (form of records)
• NRS 78.115 (board: number and qualifications); NRS 78.120 (board: general powers; adoption of bylaws); NRS 78.125 (committees); NRS 78.130 (officers); NRS 78.138 (directors and officers: fiduciary duties); NRS 78.140 (compensation of directors; interested-director transactions); NRS 78.150 et seq. (annual list; business license)
• NRS 78.310 (location and authority to call meetings); NRS 78.320 (stockholder quorum; written consent; remote participation); NRS 78.330 (directors: election, terms, classification, voting power); NRS 78.335 (removal; vacancies)
• NRS 78.350 (voting rights; record date); NRS 78.355 (proxies); NRS 78.365 (voting trusts); NRS 78.370 (notice to stockholders); NRS 78.375 (waiver of notice)
• NRS 78.211 (consideration for shares); NRS 78.235 (stock certificates; uncertificated shares; replacement); NRS 78.288 (distributions to stockholders); NRS 78.300 (liability of directors for unlawful distributions)
• NRS 78.7502 (discretionary indemnification of directors, officers, employees and agents); NRS 78.751 (mandatory indemnification; advancement of expenses; other rights); NRS 78.752 (insurance and other financial arrangements)