2001 REGULAR SESSION (71st) CA SB577 R2 CA41
Adoption of this amendment will MAINTAIN a 2/3s majority vote requirement for final passage of SB577 R2 (§§ 1.5, 4, 6, 7, 8.5, 10, 11, 12, 13, 14, 15, 16, 18, 19, 19.5, 20, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 49, 50, 51, 52, 53, 54, 55, 56, 57, 58).
ASSEMBLY ACTION Initial and Date |SENATE ACTION Initial and Date
Adopted Lost | Adopted Lost
Concurred In Not |Concurred In Not
Receded Not | Receded Not
Amend section 1, page 1, by deleting lines 5 through 9 and inserting:
“liability of the corporation, unless the stockholder, director or officer acts as the alter ego of the corporation.”.
Amend section 1, page 2, by deleting line 2 and inserting:
“sanction fraud or promote a manifest injustice.
3. The question of whether a stockholder, director or officer acts as the alter ego of a corporation must be determined by the court as a matter of law.”.
Amend sec. 3, page 3, line 33, by deleting “78.300,”.
Amend sec. 3, page 3, line 39, by deleting:
“officer; or” and inserting:
“officer; and”.
Amend sec. 8, page 5, by deleting line 36 and inserting:
“Sec. 8. NRS 78.300 is hereby amended to read as follows:
78.300 1. The directors of a corporation shall not make distributions to stockholders except as provided by this chapter.
2. [In] Except as otherwise provided in subsection 3 and NRS 78.138, in case of any [willful or grossly negligent] violation of the provisions of this section, the directors under whose administration the violation occurred[, except those who caused their dissent to be entered upon the minutes of the meeting of the directors at the time, or who not then being present caused their dissent to be entered on learning of such action,] are jointly and severally liable, at any time within 3 years after each violation, to the corporation, and, in the event of its dissolution or insolvency, to its creditors at the time of the violation, or any of them, to the lesser of the full amount of the distribution made or of any loss sustained by the corporation by reason of the distribution to stockholders.
3. The liability imposed pursuant to subsection 2 does not apply to a director who caused his dissent to be entered upon the minutes of the meeting of the directors at the time the action was taken or who was not present at the meeting and caused his dissent to be entered on learning of the action.”.
Amend sec. 54, page 30, line 35, by deleting “[$75.] $150.” and inserting “$75.”.
Amend sec. 60, page 32, line 35, after “3,” by inserting “8,”.
Amend sec. 63, page 33, line 9, after “3,” by inserting “8,”.