Adoption of this amendment will MAINTAIN a 2/3s majority vote requirement for final passage of SB436 (§ 103).
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 the bill as a whole by deleting sec. 11 and adding:
“Sec. 11. (Deleted by amendment.)”.
Amend sec. 12, page 6, lines 3 and 4, by deleting:
“[written, acknowledged] signed” and inserting “written, acknowledged”.
Amend sec. 26, page 15, lines 19 and 20, by deleting:
“[written, acknowledged] signed” and inserting “written, acknowledged”.
Amend sec. 27, page 16, line 18, after “person,” by inserting:
“the corporation itself or any”.
Amend sec. 28, page 17, line 19, after “person,” by inserting:
“the corporation itself or any”.
Amend sec. 35, page 24, by deleting lines 36 and 37 and inserting:
“7. If the”.
Amend sec. 35, page 24, line 42, by deleting “directors.” and inserting:
“directors, the termination of a director pursuant to such provisions in the articles or bylaws shall not be deemed a removal of the director pursuant to this section.”.
Amend sec. 36, page 25, line 39, by deleting “are”.
Amend sec. 36, page 25, line 40, by deleting “78.320.” and inserting:
“78.320 must be determined.”.
Amend sec. 36, page 25, line 44, by deleting “are”.
Amend sec. 36, page 25, line 45, after “78.320” by inserting:
“must be determined”.
Amend sec. 49, page 36, line 25, by deleting:
“the date that”.
Amend sec. 50, page 36, line 43, by deleting:
“the date that”.
Amend sec. 50, page 37, line 1, after “1” by inserting “, 2”.
Amend sec. 50, page 37, line 2, by deleting “2” and inserting “[2] 3”.
Amend sec. 50, page 37, by deleting line 10 and inserting:
“2. A combination with an interested stockholder if the transaction by which the person became an interested stockholder was approved by the board of directors of the resident domestic corporation before the person became an interested stockholder.
3. A combination approved by the affirmative vote of the”.
Amend sec. 79, page 49, line 16, by deleting “[written,] signed,” and inserting “written,”.
Amend sec. 80, page 50, lines 18 and 19, by deleting:
“[written, acknowledged] signed,” and inserting “written, acknowledged”.
Amend sec. 103, page 59, line 13, by deleting “$150” and inserting “$25”.
Amend sec. 112, page 62, lines 36 and 37, by deleting:
“[written, acknowledged] signed” and inserting “written, acknowledged”.
Amend the bill as a whole by adding a new section designated sec. 117.5, following sec. 117, to read as follows:
“Sec. 117.5. NRS 82.326 is hereby amended to read as follows:
82.326 1. Except as otherwise provided in subsection 5 and unless prohibited or limited by the articles or bylaws, an action that may be taken at a regular or special meeting of members, including the election of directors, may be taken without a meeting if the corporation mails or delivers a written ballot to every member entitled to vote on the matter.
2. A written ballot must:
(a) Set forth each proposed action or candidate; and
(b) Provide an opportunity to vote for or against each proposed action.
3. Approval by written ballot under this section is valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
4. Solicitations for votes by written ballot must:
(a) Indicate the number of responses needed to meet the requirement of a quorum;
(b) State the percentage of approvals necessary to approve each matter other than election of directors; and
(c) Specify the time by which a ballot must be received by the corporation in order to be counted.
5. Except as otherwise provided in the articles or bylaws, a written ballot may not be revoked.
6. Nothing in this section shall be construed to restrict the rights of a corporation to act as provided in NRS 82.276.”.
Amend sec. 148, page 78, line 40, by deleting:
“[written, acknowledged] signed” and inserting “written, acknowledged”.
Amend sec. 149, page 79, line 29, by deleting:
“[written, acknowledged] signed” and inserting “written, acknowledged”.
Amend sec. 164, page 85, line 25, by deleting “decription” and inserting “description”.
Amend sec. 200, page 102, line 32, by deleting “executing” and inserting:
“[executing] adopting a governing instrument and signing”.
Amend sec. 249, page 136, line 10, by deleting “NRS 92A.130,” and inserting:
“NRS 92A.130 [,] and 92A.180,”.
Amend sec. 253, page 141, line 23, after “document” by inserting “to be”.