AB 207 — Revises various provisions relating to business entities. (BDR 7-146)

The right to copy records under subsection 2 includes, if reasonable, the right to make copies by photographic, xerographic or other[6.] means.7.

[6.] 7.

In exercising their respective powers, directors and officers may, and are entitled to, rely on information, opinions, reports, books of account or statements, including financial statements and other financial data, that are prepared or presented by:

(a) One or more directors, officers or employees of the corporation reasonably believed to be reliable and competent in the matters prepared or presented;

or (c) A committee on which the director or officer relying thereon does not serve, established in accordance with NRS 78.125, as to matters within the committee’s designated authority and matters on which the committee is reasonably believed to merit confidence,  but a director or officer is not entitled to rely on such information, opinions, reports, books of account or statements if the director or officer has knowledge concerning the matter in question that would cause reliance thereon to be unwarranted.

A director or officer is not - *AB207_R1* – 6 – individually liable for damages as a result of an act or failure to act in his or her capacity as a director or officer except [under circumstances] as described in subsection 7.

- 80th Session (2019) – 6 – 4.

(4) The long-term or short-term interests of the corporation, including the possibility that these interests may be best served by the continued independence of the corporation;

orory be best served by (5) The long-term or short-term interests of the corporation’s stockholders, including the possibility that these interests may be best served by the continued independence of the corporation.

Directors and officers are not required to consider, as a dominant factor, the effect of a proposed corporate action upon any particular group or constituency having an interest in the cor6.corporation.

The6. provisions of subsections 4 and 5 do not create or authorize any causes of action against the corporation or its directors or 7.ficExcept as otherwise provided in NRS 35.230, 90.660, 91.250, 452.200, 452.270, 668.045 and 694A.030, or unless the articles of incorporation or an amendment thereto, in each case filed on or after October 1, 2003, provide for greater individual liability, a director or officer is not individually liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer unless:

The provisions of subsections 4 and 5 do not create or authorize any causes of action against the corporation or its directors or officers.

7.

Except as otherwise provided in NRS 35.230, 90.660, 91.250, 452.200, 452.270, 668.045 and 694A.030, or unless the articles of incorporation or an amendment thereto, in each case filed on or after October 1, 2003, provide for greater individual liability, a director or officer is not individually liable to the corporation or its failure to act in his or her capacity as a director or officer unless:

This section applies to all cases, circumstances and matters , [unless otherwise provided in the articles of incorporation, or an amendment thereto,] including, without limitation, any change or - *AB207_R1* – 7 – potential change in control of the corporation [.] unless otherwise provided in the articles of incorporation or an amendment thereto.

- 80th Session (2019) – 7 – Sec.

(a) Pay to any person otherwise entitled to become a holder of a fraction of a share an amount in cash based on a per share value, and that value or the method of determining that value must be specified in the articles, plan of reorganization, plan of merger or exchange, resolutionwhich of the boardfractional ofshare directors,would orotherwise otherbe instrumentissued;ment pursuant to which(b) Issue such additional fraction of a share as is necessary to increase the fractional share wouldto otherwisea befull issued;share;

(b) Issue such additional fraction of a share as is necessary to increase the fractional share to a full share;

Whenever any scrip ceases to be exchangeable for full share certificates, the shares that would otherwise have been issuable as provided on the scrip areresare deemed to be treasury shares unless the scrip contains other pro3.sio[Any]provisions Iffor anytheir proposeddisposition. corporate action [that] pursuant to this section would result in only money being paid or scrip being issued to stockholders who:

(a)3. Before the proposed corporate action becomes effective, in the aggregate hold 1 percent or more of the outstanding shares of the affected class or series;

and[Any] (b)If Would otherwise be entitled to receive a fraction of a share in exchange for the cancellation of all their outstanding shares,  [is subject to] any stockholderproposed who is obligated, as a result of the corporate action taken[that] pursuant to this section,section towould acceptresult money or scrip rather than receive a fraction of a share in exchangeonly formoney thebeing cancellationpaid ofor allscrip thebeing stockholder’sissued outstanding shares, may dissent in accordance with the provisions of NRS 92A.300 to 92A.500,stockholders inclusivewho: , [.

If(a) Before the proposed corporate action isbecomes subjecteffective, to those provisions, any stockholder who is obligated to accept money or scrip rather than receive a fraction of a share resulting from the action taken pursuant to this section may dissent in accordance with those provisions] and obtain payment of the fairaffected -class *AB207_R1*or –series; 8 – value of the fraction of a share to which the stockholder would otherwise be entitled.

andore of the outstanding shares of (b) Would otherwise be entitled to receive a fraction of a share in exchange for the cancellation of all their outstanding shares,  [is subject to] any stockholder who is obligated, as a result of the corporate action taken pursuant to this section, to accept money or scrip rather than receive a fraction of a share in exchange for the cancellation of all the stockholder’s outstanding shares, may dissent in accordance with the provisions of NRS 92A.300 to 92A.500, inclusive , [.

If the proposed corporate action is subject to those provisions, any stockholder who is obligated to accept money or scrip rather than receive a fraction of a share resulting from the action taken pursuant to this section may dissent in accordance with those provisions] and obtain payment of the fair - 80th Session (2019) – 8 – value of the fraction of a share to which the stockholder would otherwise be entitled.

(a) The board of directors adopts a resolution setting forth the proposal to decrease the number of issued and outstanding shares of a class or series;

Except as otherwise provided in this subsection, if a proposed decrease in the number of issued and outstanding shares of any class or series would adversely alter or change any preference, or any relative or other right given to any other class or series of outstanding shares, then the decrease must be approved by the vote, in addition to any vote otherwise required, of the holders of shares representing a majority of the voting power of each class or seriessseries whose preference or rights are adversely affected by the decrease, or such greater proportion as may be provided in the articles of incorporation, regardless of limitations or restrictions on the voting power of the adversely affected class or series.

- 80th Session (2019) – 9 – (a) Before the decrease in the number of shares becomes effective, in the aggregate hold 1 percent or more of the outstanding shares of the affected class or series;

and - *AB207_R1* – 9 – (b) Would otherwise be entitled to receive a fraction of a share in exchange for the cancellation of all their outstanding shares,  [is subject to] any stockholder who is obligated, as a result of the corporate action taken pursuant to this section, to accept money or scrip rather than receive a fraction of a share in exchange for the cancellation of all the stockholder’s outstanding shares, may dissent in accordance with the provisions of NRS 92A.300 to 92A.500, inclusive , [.

Unless otherwise provided in the articles of incorporation, a corporation that desires to change the number of shares of a class or series, if any, of its authorized stock by increasing or decreasing the number of authorized shares of the class or series and correspondingly increasing or decreasing the number of issued and outstanding shares of the same class or series held by each stockholder of record at the effective date and time of the change, may, except as otherwise provided in subsections 2 and 3, do so by a resolution adopted by the board of directors, without provideobtaining for a change of the parapproval value, if any, of the samestockholders. class or series of the shares increased or decreased.

The resolution may also provide for a change of the par value, if any, of the same class or series of the shares increased or decreased.

and (b) Would otherwise be entitled to receive a fraction of a share in exchange for the cancellation of all their outstanding shares,  must be approved by the vote of stockholders holding a majority of the voting power of the affected class or series, or such greater - 80th Session (2019) – 10 – proportion as may be provided in the articles of incorporation, regardless of limitations or restrictions on the voting power thereof.

Except as otherwise provided in this subsection, if a proposed increase or decrease in the number of authorized shares of any class or series would adversely alter or change any preference or any relative or other right given to any other class or series of - *AB207_R1* – 10 – outstanding shares, then the increase or decrease must be approved by the vote, in addition to any vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series whose preference or rights are adversely affected by the increase or decrease, regardless of limitations or restrictions on the voting power thereof.

and (b) Would otherwise be entitled to receive a fraction of a share in exchange for the cancellation of all of their outstanding shares,  [is subject to] any stockholder who is obligated, as a result of the corporate action taken pursuant to this section, to accept exchange for the cancellation of all the stockholder’s outstanding shares, may dissent in accordance with the provisions of NRS provisions,92A.300 any stockholder who is obligated to accept92A.500, moneyinclusive oro, those[. scrip rather than receive a fraction of a share resulting from the action taken pursuant to this section may dissent in accordance with those provisions] and obtain payment of the fair value of the fraction of a share to which the stockholder would otherwise be entitled.

If the proposal is subject to those provisions, any stockholder who is obligated to accept money or scrip rather than receive a fraction of a share resulting from the action taken pursuant to this section may dissent in accordance with those provisions] and obtain payment of the fair value of the fraction of a share to which the stockholder would otherwise be entitled.

Except as otherwise provided in subsection 2 and the articles of incorporation, a board of directors may authorize and the corporation may make distributions to [its stockholders,] the - 80th Session (2019) – 11 – holders of any class or series of the corporation’s shares, including distributions on shares that are partially paid.

or (b) Except as otherwise specifically allowed by the articles of incorporation, 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] immediately after the time - *AB207_R1* – 11 – of the distribution, to satisfy the preferential rights upon such dissolution of stockholders whose preferential rights are superior to those receiving the distribution.

(c) In(1) allThe otherdate cases,the asdistribution of:is authorized if the payment occurs within 120 days after the date of authorization;

(1)or (2) The date the distributionpayment is authorizedmade if theit payment occurs withinmore than 120 days after the date of authorization;authorization.

or days after the date of authorization.e if it occurs more than 120 5.

A corporation’s indebtedness to a stockholder incurred by reason of a distribution made in accordance with this section is at parity with the corporation’s indebtedness to its general unsecured creditors except to the extent subordinated by agreement.

Indebtedness of a corporation, including indebtedness issued as a distribution, is not considered a liability for purposes of determinations pursuant to subsection 2 if its terms provide that payment of principal and interest are made only if and to the extent that payment of a distribution to stockholders could then be made - 80th Session (2019) – 12 – pursuant to this section.

8.

(Deleted by amendment.) - *AB207_R1* – 12 – Sec.

NRS(DNRS 78.315 is hereby amended to read as follows:

(1) The fact of the common directorship, office or financial interest must be known to the board of directors or committee before a written consent is signed by all the members of the board of thethere committee.

(3) The board of directors or committee must approve, authorize or ratify the action in good faith by unanimous consent without counting the abstention of the common or interested dir(b)director. A director who is a party to an action, suit or proceeding who abstains in writing from providing consent to the action of the board of directors or committee.

(b) A director who is a party to an action, suit or proceeding who abstains in writing from providing consent to the action of the board of directors or committee.

- 80th Session (2019) – 13 – (1) Make a determination pursuant to NRS [78.751] 78.7502 that indemnification of the director is proper under the circumstances.

Unless otherwise restricted by the articles of incorporation or bylaws, members of the board of directors or the governing body of any corporation, or of any committee designated by such board or body, may participate in a meeting of the board, body or committeecommitteer through electronic communications, videoconferencing, - *AB207_R1* – 13 – teleconferencing or other available technology if the corporation has implemented reasonable measures to:

(a) A majority of the voting power, which includes the voting power that is present in person or by proxy, regardless of whether the proxy has authority to vote on [all matters,] any matter, constitutes a quorum for the transaction of business;

andandter, (b) Action by the stockholders on a matter other than the election of directors is approved if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action.

the2. bylaws, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if, before or holding at least a majority of the voting power, except that if aders different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required.

3.Unless otherwise provided in the articles of incorporation or the 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 thereto is signed by stockholders holding at least a majority of the voting power, except that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required.

- 80th Session (2019) – 14 – 3.

and (b) Provide the stockholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to communicate, and to read or hear the proceedings of the meetings in a substantially concurrent manner with such proceedings.

- *AB207_R1* – 14 – 5.

Sec.

11.

NRS 78.3788 is hereby amended to read as follows:

Does business in this State directly or through an affiliated corSec.corporation.

Sec.

Except as otherwise provided in NRS 77.340 [,] or incorporation78.209 mustor bechapter made92A in the following manner:e articles of (a)NRS, Theevery board of directors must adopt a resolution setting forth the amendment proposed and [either call a special meeting of the stockholders entitled to vote on the amendmentarticles orof directincorporation that]must submitbe themade proposedin amendment [be considered at the nextfollowing annualmanner: meeting of] to the stockholders [entitled to vote on the amendment.] for approval.

(b)- [At80th theSession meeting,(2019) of– which15 notice– must(a) beThe givenboard toof eachdirectors stockholdermust entitledadopt toa voteresolution pursuantsetting toforth the provisionsamendment ofproposed thisand section,[either call a votespecial meeting of the stockholders entitled to vote inon personthe amendment or bydirect proxythat] mustsubmit bethe takenproposed foramendment and[be againstconsidered at the proposednext amendment.annual meeting of] to the stockholders [entitled to vote on the amendment.] for approval.

If(b) it[At the meeting, of which notice must be given to each stockholder entitled to vote pursuant to the provisions of this section, a vote of the stockholders entitled to vote in person or by appears upon the canvassing of the votes that] If stockholders it holding shares in the corporation [entitling them to exercise] representing at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, as provided in subsections 2 and 4, or as may be required by the provisions of the articles of incorporation, have [voted in favor of] approved the amendment, an officer of the - *AB207_R1* – 15 – corporation shall sign a certificate setting forth the amendment, or setting forth the articles of incorporation as amended, and the vote by which the amendment was adopted.

Except as otherwise provided in this subsection, if any proposed amendment would adversely alter or change any preference or any relative or other right given to any class or series of outstanding shares, then , in addition to any approval otherwise required, the amendment must be approved by the [vote, in addition to the affirmative vote otherwise required, of the] holders of shares representing a majority of the voting power of each class or series adversely affected by the amendment regardless of limitations or restrictions on the voting power thereof.

different4. classes of shares for the purpose of voting by classestitute except when the series is adversely affected by an amendment in a dif5.

Different series of the same class of shares do not constitute different classes of shares for the purpose of voting by classes - 80th Session (2019) – 16 – except when the series is adversely affected by an amendment in a different manner than other series of the same class.

5.

A certificate filed pursuant to subsection 1 is effective at the time of the filing of the certificate with the Secretary of State or upon a later date and time as specified in the certificate, which date must not be more than 90 days after the date on which the certificate is filed.

If a certificate filed pursuant to subsection 1 specifies a later effective date and if the resolution of the stockholders approving the proposed amendment provides that the board of directors may abandon the proposed amendment pursuant to subsection 5, the - *AB207_R1* – 16 – board of directors may terminate the effectiveness of the certificate by resolution and by filing a certificate of termination with the Secretary of State that:

(d)terminated;es States that the effectiveness of the certificate has been terminated;(e) Is signed by an officer of the corporation;

(e) Is signed by an officer of the corporation;

[The] Unless the dissolution is to corporation- shall80th notifySession each(2019) stockholder,– whether17 or– notbe entitled to vote on dissolution, of the proposed dissolution and the stockholders approved by written consent pursuant to subsectionNRS 2 of NRSlution is 78.320, the corporation shall notify each stockholderstockholder, whosewhether writtenor consent was not solicitedentitled ofto thevote on dissolution, inof writing,the notproposed laterdissolution thanand 10the daysstockholders afterentitled theto effectivevote datemust ofapprove the dissolution.

If the dissolution is approved by written consent pursuant to subsection 2 of NRS 78.320, the corporation shall notify each stockholder whose written consent was not solicited of the dissolution, in writing, not later than 10 days after the effective date of the dissolution.

If the dissolution is approved by the directors or both the directors and stockholders, as respectively provided in subsections 2 and 3, the corporation shall file with the Secretary of State aaions 2 certificate signed by an officer of the corporation setting forth that the dissolution has been approved by the directors, or by the directors and the stockholders, and a list of the names and addresses, either residence or business, of the corporation’s president, secretary and treasurer, or the equivalent thereof, and all of its directors.

If a certificate of dissolution specifies a later effective date but does not - *AB207_R1* – 17 – specify an effective time, the certificate is effective at 12:01 a.m.

2.ego of a corporation only if:tor or officer] person acts as the alter (a) The corporation is influenced and governed by the [stockholder, director or officer;] person;

A [stockholder, director or officer] person acts as the alter ego of a corporation only if:

(a) The corporation is influenced and governed by the [stockholder, director or officer;] person;

- 80th Session (2019) – 18 – Sec.

A corporation may indemnify pursuant to this subsection any person who was or is 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, except 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 orfor agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines andande, amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding if the person:

 The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person is liable pursuant to NRS 78.138 or did not act in good faith and in a - *AB207_R1* – 18 – manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, or that, with respect to any criminal action or proceeding, he or she had reasonable cause to believe that the conduct was unlawful.

A corporation may indemnify pursuant to this subsection any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in thethey right of the corporation to procure a judgment in its favor 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 request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by the person in connection with the defense or settlement of the action or suit if the person:

or - 80th Session (2019) – 19 – (b) Acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation.

 Indemnification pursuant to this section may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of [all] any appeals taken therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

- *AB207_R1* – 19 – (b) The board of directors, by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;

or (c)(c)(1) IndependentA legalmajority counsel,vote inof a writtenquorum opinion,consisting if:of directors who were not parties to the action, suit or proceeding so orders;

(1) A majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders;

- 80th Session (2019) – 20 – (b) By the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;

or (d) If a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independentoindependent legal counsel in a written opinion.] successful on the merits or oth(a) Any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including, without limitation, 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 request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise;

[The] Unless otherwise restricted by the articles of incorporation, the bylaws or an agreement made by the corporation, the corporation may [provide that] pay 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 action, suit or - *AB207_R1* – 20 – 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 director or officer is not entitled to be indemnified by the corporation.

(a) Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under - 80th Session (2019) – 21 – the articles of incorporation or any bylaw, agreement, 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 pursuant to NRS 78.7502 or for the advancement of expenses made pursuant to subsection 2, may not be made to or on behalf of any director or officer [if a final adjudication establishes that the director’s or officer’s acts or omissions afterinvolved] exhaustionfinally ofadjudged anyby appealsa takencourt therefrom,of tocompetent bejurisdiction, liable for intentional misconduct, fraud or a knowing violation of [the] law , ofand action.isconduct,such misconduct, fraud or violation was material to the cause (b) Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of theaction. heirs, executors and administrators of such a person.

(b) Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.

A right to indemnification or to advancement of expenses arising under a provision of the articles of incorporation or any bylaw is not eliminated or impaired by an amendment to such provision after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such -after *AB207_R1*such –[action] 21 – act or omission explicitlyhas authorizesoccurred.ation such elimination or impairment after[(b) suchContinues [action]for acta orperson omissionwho has occurred.ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.] Sec.

[(b) Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.] Sec.

and - 80th Session (2019) – 22 – (c) If the corporation has members, a members’ ledger or a duplicate members’ ledger, revised annually, containing only the names, alphabetically arranged, of all persons who are members of the corporation, showing their places of residence, if known, and the class of membership held by each.

A director or any person who has been a member of record members of the corporation, upon at least 5 days’ written demand, is entitled to inspect in person or by agent or attorney, during usual business hours, the members’ ledger or duplicate ledger and to make copies therefrom.

Every corporation that neglects or refuses tomaketo keep the members’ ledger or duplicate copy thereof open for inspection, as required by this subsection, shall forfeit to the State the sum of $25 for every day of such neglect or refusal.

Upon such a [request,] demand, the corporation shall send copies of the requested records [,] required by subsection 1, either in paper or electronic form, to the director , [or] other person , agent or attorney entitled to inspect the requested records within 10 business days after service of the [request]neglects demandor uponrefuses to keep the registeredmembers’ agent.ledger or duplicate copyat thereof open for inspection, as required in this subsection, shall forfeit to the State the sum of $25 for every day of such neglect or refusal.

[Every corporation that neglects or refuses to keep the members’ ledger or duplicate copy - *AB207_R1* – 22 – thereof open for inspection, as required in this subsection, shall forfeit to the State the sum of $25 for every day of such neglect or refusal.

It is a defense to any action to enforce the provisions of this section or for charges, penalties or damages under this section that - 80th Session (2019) – 23 – the person suing has used or intends to use the list for any of the following purposes:

or (d) For any other purpose not related to his or her interest as a member.mem[6.] 7.

[6.]This 7.section does not impair the power or jurisdiction of any court to compel the production for examination of the books of a corporation in any proper case.

This section does not impair the power or jurisdiction of a corporation in any proper case.n for examination of the books of [7.] 8.

In every instance where an attorney or other agent of the director or member seeks the right of inspection, the demand must be accompanied by a power of attorney signed by the director or member authorizing the attorney or other agent to inspect on behalf of the director or member.

Except as otherwise specifically provided by statute or agreement, no person other than the limited-liability company is individually liable for a debt or liability of the limited- liabilitylimited-liability companycompany.he unless the person acts as the alter ego of the limited-liability2. company.

2.

- *AB207_R1* – 23 – (a) The limited-liability company is influenced and governed by the person;

- 80th Session (2019) – 24 – 3.

The implied contractual covenant of good faith and fair dealing;dea2.ngSuch other duties, including, without limitation, fiduciary duties, if any, as are expressly prescribed by the articles of organization or the operating agreement.

and 2.

Such other duties, including, without limitation, fiduciary duties, if any, as are expressly prescribed by the articles of organization or the operating agreement.

86.131 The provisions of this chapter apply to commerce with theforeign Legislaturenations by enactment of this chapter that the legal existence of limited-liability companies formed under this chapter , and anyamong subject to any reasonable requirement of registration, any suchnd that, company transacting business outside this State be granted protection of full faith and credit under Section 1 of Article IV of the Constitutionseveral ofstates. the United States.

It is the intention of the Legislature by enactment of this chapter that the legal existence of limited-liability companies formed under this chapter , and any series thereof, be recognized beyond the limits of this State and that, subject to any reasonable requirement of registration, any such company transacting business outside this State be granted protection of full faith and credit under Section 1 of Article IV of the Constitution of the United States.

(a) A current list of the full name and last known business address of each member and manager, separately identifying the members in alphabetical order and the managers, if any, in alphabetical order;

and - *AB207_R1* – 24 – (c) Copies of any then effective operating agreement of the company.

- 80th Session (2019) – 25 – (a) The records required to be maintained pursuant to subsection 1;

(d) True and complete records regarding the amount of cash and a description and statement of the agreed value of any other property or services contributed by each member and which each member has agreed to contribute in the future, and the date on which each became a member;

 The right to obtain records under this subsection includes, if reasonable, the right to make copies or abstracts by photographic, xer3.rapEachxerographic, managerelectronic of a limited-liability company managed by a manager or managersother ismeans. entitled to examine from time to time upon manager’s rights, powers and duties as such, the records described in subsection 2.

3.

Each manager of a limited-liability company managed by a manager or managers is entitled to examine from time to time upon reasonable demand, for a purpose reasonably related to the manager’s rights, powers and duties as such, the records described in subsection 2.

Any demand by a member or manager under subsection 2 or 3 is subject to such reasonable standards regarding at what time and location and at whose expense records are to be furnished as may be set forth in the articles of organization or in an operating agreement adopted or amended as provided in subsection [7] 8, or, if no such standards are set forth in the articles of organization or operating agreement, the records must be provided or made available for examination, as the case may be, during ordinary business hours, [at the company’s principal office in this State and] at the expense of the demanding member or manager.

If [such] the records [are maintained outside of] subject to a demand pursuant to subsection 2 or 3 are not available to obtain or made available for examination, as applicable, at a location within this State [,] upon a reasonable demand made pursuant to subsection 2 or 3, the manager or member may serve a demand [for the records] upon the limited-liability company’s registered agent [.] - *AB207_R1* – 25 – that the records to be obtained or examined be sent to the demanding manager or member.

Upon [receipt of] such a demand , the limited-liability company shall send copies of the requested records [,] described in subsection 2 either in paper or electronic - 80th Session (2019) – 26 – form to the manager or member within 10 business days after the demand is served upon the registered agent.

(a) The demanding member or manager has complied with the provisions of this section respecting the form and manner of making a demandd(b) forThe obtainingrecords sought by the demanding member or examiningmanager suchare records;reasonably related to the member’s interest as a member or the manager’s rights, powers and duties as a manager, as the case may be.

and (b) The records sought by the demanding member or manager are reasonably related to the member’s interest as a member or the manager’s rights, powers and duties as a manager, as the case may be.

In every instance where an attorney or other agent of a member or manager seeks to exercise any right arising under this section on behalf of such member or manager, the demand must be accompanied by a power of attorney signed by the member or manager authorizing the attorney or other agent to exercise such rig[7.]rights 8.on behalf of the member or manager.

The[7.] rights8. of a member to obtain or a manager to examine records as provided in this section may be restricted or agreement adopted by all of the members or by the sole member orng in any subsequent amendment adopted by all of the members at the time of amendment.

The rights of a member to obtain or a manager to examine records as provided in this section may be restricted or denied entirely in the articles of organization or in an operating agreement adopted by all of the members or by the sole member or in any subsequent amendment adopted by all of the members at the time of amendment.

86.281 A limited-liability company organized and existing pursuant to this chapter , or any series thereof, may exercise the powerspow1.s aSue and privilegesbe grantedsued, bycomplain thisand chapterdefend, andin may:its name;

1.

Sue and be sued, complain and defend, in its name;

Purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and deal in and with shares, member’s interests or other interests in or obligations of domestic or - *AB207_R1* – 26 – foreign limited-liability companies, domestic or foreign corporations, joint ventures or similar associations, general or - 80th Session (2019) – 27 – limited partnerships or natural persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of it;

7.property and personal property for the payment of money so loanedl or invested;

Lend, invest and reinvest its money and take and hold real property and personal property for the payment of money so loaned or invested;

Exercise all powers necessary or convenient to effect any of 12.the purposes for which the company or series is organized;

Holdand a12. license issued pursuant to the provisions of chapter 463 of NRS.

86.3014.Hold a license issued pursuant to the provisions of chapter of NRS.

ExceptSec. as otherwise provided in this chapter, [its] the articles of organization or [its] the operating agreement, no debt may be contracted or liability incurred by or on behalf of a limited- liability company [,] or any series thereof except by:

1.24.

OneNRS or86.301 more managers of a company or series which is managedhereby byamended ato managerread oras managers;follows:

2.86.301 Except as otherwise provided in this chapter, [its] the articles of organization or [its] the operating agreement, no debt may be contracted or liability incurred by or on behalf of a limited- liability company [,] or any series thereof except by:

managed by a manager or managers;

company or series which is 2.

- *AB207_R1*80th Session (2019) – 2728 – Sec.

Except in the case of a dissolution pursuant to NRS 86.490, as soon as practicable after the dissolution of a limited- liability company, articles of dissolution must be prepared and signedsig(a) settingThe forth:name of the limited-liability company;

(a) The name of the limited-liability company;

Chapter 92A of NRS is hereby amended by adding the1.tothereto Unless otherwise expressly required by the articles of incorporation, no vote of the stockholders of a publiclynew tradedsection publicly traded corporation is a constituent entity if the plan of merger expressly permits or requires the merger to beread effectedas underfollows: this section and:

(a)1. The ownership threshold requirement is satisfied without any offer, subject to the provisions of subsection 2;

Unless otherwise expressly required by the articles of incorporation, no vote of the stockholders of a publicly traded corporation is necessary to authorize a merger in which the publicly traded corporation is a constituent entity if the plan of merger expressly permits or requires the merger to be effected und(a) The ownership threshold requirement is satisfied without any offer, subject to the provisions of subsection 2;

and (2) Each outstanding share of each class or series of stock of the publicly traded corporation that is the subject of, and not irrevocably accepted for purchase or exchange in, the offer must be converted in such merger into, or into the right to receive, the same amount and kind of cash, property, rights or securities to be paid for shares of such class or series of stock of the publicly - 80th Session (2019) – 29 – traded corporation irrevocably accepted for purchase or exchange in the offer.

The plan of merger may expressly provide that the - *AB207_R1* – 28 – requirements of this subparagraph must not apply to specified categories of excluded shares.

(a) The ownership threshold requirement must be satisfied without counting the voting power of any shares of the stock of the publicly traded corporation acquired from the publicly traded corporation, or any of the directors, officers, affiliates or associates thereof, within the 6 months immediately preceding the adoption of the plan of merger;

and (2) Shares of the publicly traded corporation that are owned beneficially or of record at the commencement of an offer by:

(II)(I) The constituentpublicly entitytraded makingcorporation; the offer;

The other constituent entity in the merger may, but is not required to, engage in the consummation - 80th Session (2019) – 30 – of separate offers for separate classes or series of the stock of the publicly traded corporation.

and - *AB207_R1* – 29 – (2) Be conditioned on the tender of a minimum number or proportion of shares of any class or series of the stock of the publicly traded corporation.

(f) “Owned affiliate” means, with respect to a constituent entity, any other person who owns, directly or indirectly, all of the outstanding equity interests of the constituent entity, or any direct other person.holly owned subsidiary of the constituent entity or indirect(g) wholly“Ownership threshold requirement” means that the voting power of the stock of the publicly traded corporation otherwise owned subsidiarybeneficially or of record by the other constituent entity in the merger or any of the owned affiliates of the other person.constituent entity, together with the voting power of any rollover shares and any shares irrevocably accepted for purchase or exchange pursuant to any offer and received before the expiration of the offer by the agent or depositary appointed to facilitate the consummation of the offer, equals at least that proportion of the voting power of the stock, and of each class or series thereof, of the publicly traded corporation that, absent this section, would be required to approve the plan of merger under this chapter and the articles of incorporation and bylaws of the publicly traded corporation.

(g) “Ownership threshold requirement” means that the voting power of the stock of the publicly traded corporation otherwise owned beneficially or of record by the other constituent entity in the merger or any of the owned affiliates of the other constituent entity, together with the voting power of any rollover shares and any shares irrevocably accepted for purchase or exchange pursuant to any offer and received before the expiration of the offer by the agent or depositary appointed to facilitate the consummation of the offer, equals at least that proportion of the voting power of the stock, and of each class or series thereof, of the publicly traded corporation that, absent this section, would be required to approve the plan of merger under this chapter and the articles of incorporation and bylaws of the publicly traded corporation.

(1) If the shares are certificated shares, upon physical receipt by the agent or depositary of a stock certificate with an executed letter of transmittal or other instrument of transfer;

(i) “Rollover shares” means any shares of any class or series of the capital stock of the publicly traded corporation that are the subject of a written agreement requiring such shares to be - 80th Session (2019) – 31 – contributed or otherwise transferred to the other constituent entity in the merger or any of the owned affiliates of the other constituent entity in exchange for shares or other equity interest in the other constituent entity or any of its owned affiliates.

Shares must cease to be rollover shares if, as of the effective time of the - *AB207_R1* – 30 – merger, the shares have not been contributed or otherwise transferred pursuant to the written agreement.

Except as otherwise provided in NRS 92A.370 and 92A.390 and subject to the limitation in paragraph (f), any stockholder is entitled to dissent from, and obtain payment of the fair value of the stockholder’s shares in the event of any of the following corporate actions:

(c) Consummation of a plan of exchange to which the domestic corporation is a constituent entity as the corporation whose subject beowner’s acquiredinterests inwill thebe planacquired, ofif exchange.if the stockholder’s shares are to be (d) Any corporate action taken pursuant to a vote of the stockholders to the extent that the articles of incorporation, bylaws or a resolution of the board of directors provides that voting orlawsor nonvoting stockholders are entitled to dissent and obtain payment for their shares.

(f) Any corporate action not described in this subsection [that will result in] pursuant to which the stockholder [receiving] would be obligated, as a result of the corporate action, to accept money or scrip [instead of] rather than receive a fraction of a share in exchange for the cancellation of all the stockholder’s outstanding - 80th Session (2019) – 32 – shares, except where the stockholder would not be entitled to receive such payment pursuant to NRS 78.205, 78.2055 or 78.207.

A stockholder who is entitled to dissent and obtain payment pursuant to NRS 92A.300 to 92A.500, inclusive, [may] must not - *AB207_R1* – 31 – challenge the corporate action creating the entitlement unless the action is unlawful or [fraudulent with respect to] constitutes or is thecorporation.f result of actual fraud against the stockholder or the domestic corporation.3.

3.

(a)Securities A covered security under section 18(b)(1)(A) or (B) of the amended;es Act of 1933, 15 U.S.C.

§ 77r(b)(1)(A) or (B), asasof (b) Traded in an organized market and has at least 2,000 of the valueamended; of such shares held by the corporation’s subsidiaries, senior executives, directors and beneficial stockholders owning more than 10 percent of such shares;

(b) Traded in an organized market and has at least 2,000 stockholders and a market value of at least $20,000,000, exclusive of the value of such shares held by the corporation’s subsidiaries, senior executives, directors and beneficial stockholders owning more than 10 percent of such shares;

§§ 80a-1 et seq., as amended, and which may be redeemed at the option of the holder at net asset value, - 80th Session (2019) – 33 –  unless the articles of incorporation of the corporation issuing the class or series or the resolution of the board of directors approving the plan of merger, conversion or exchange expressly provide otherwise.

or (b) The day before the effective date of such corporate action if therethe3. is no meeting of stockholders.

-isSubsection *AB207_R1*1 –is 32not –applicable 3.and dissenter’s rights are available pursuant to NRS 92A.380 for the holders of any class or series of shares who are required by the terms of the corporate action [requiring dissenter’s rights] to accept for such shares anything other than [cash or shares of any class or any series of shares of any corporation, or any] :

Subsection 1 is not applicable and dissenter’s rights are available pursuant to NRS 92A.380 for the holders of any class or series of shares who are required by the terms of the corporate action [requiring dissenter’s rights] to accept for such shares anything other than [cash or shares of any class or any series of shares of any corporation, or any] :

There is no right of dissent for any holders of stock of the parent domestic corporation if the plan of merger does not require action of the stockholders of the parent domestic corporation under NRSNRSSec. 92A.180.

Sec.

If a proposed corporate action creating dissenter’s rights is submitted to a vote at a stockholders’ meeting, the notice of the meeting must state that stockholders are, are not or may be entitled to assert dissenter’s rights under NRS 92A.300 tootto or 92A.500, inclusive.

If the domestic corporation concludes that dissenter’s rights are or may be available, a copy of NRS 92A.300 to 92A.500, inclusive, must accompany the meeting notice sent to0to those [record] stockholders of record entitled to exercise dissenter’s rights.

If the corporate action creating dissenter’s rights is taken by written consent of the stockholders or without a vote of the stockholders, the domestic corporation shall notify in writing all - 80th Session (2019) – 34 – stockholders of record entitled to assert dissenter’s rights that the action was taken and send them the dissenter’s notice described in NRS 92A.430.

(a) Voluntarily elects to be governed by the provisions of sectionsec(b) 20Was ofmanaged thisby act;a sole member before October 1, 2019, and:

or(1) (b)Becomes Was managed by aone soleor membermore beforemanagers on or after October 1, 2019,2019; and:

-or *AB207_R1*(2) –Admits 33one –or more additional members on or after October 1, 2019;2019.

oranaged~~~~~ by19 one- or80th moreSession managers(2019) on or after (2) Admits one or more additional members on or after October 1, 2019.

H - *AB207_R1*