and (2) must not precede the day on which the resolution is adopted by the board of directors, regardless of the effective date of the resolution.

adopted by the board of Section 12 also provides that the date upon which the stockholders of record are entitled to give written consent for certain actions taken by the corporation must boardnot ofprecede directors,the regardless[date] ofday on which the effectiveresolution fixing such a date ofis adopted by the resolution.edboard byof directors, regardless of the Sectioneffective 13date of thisthe bill:resolution.

Section 13 of this bill:

Section 14 additionally applies these changes to the form of noticenotiSection required14 foralso: adjourned meetings of stockholders.

Section 14 also:

Section 14.5 of this bill expressly provides that whenever a corporation is insolvent and in certain other circumstances, any creditors holding at least 10 percent of the outstanding indebtedness, or stockholders owning at least 10 percent injunction and the appointment of receivers or trustees.a district court for a writ of Section 15 of this bill expands the circumstancesoutstanding bystock whichentitled ato corporationvote, may discretionallypetition indemnify a persondistrict whocourt isfor or was a partywrit toof aninjunction action,and or threatened to be made a party to an action, by authorizing the corporationappointment toof indemnifyreceivers any such person who is or wastrustees. serving at the request of the corporation as a manager of a limited-liability company.

Section 1615 of this bill providesexpands exceptionthe forcircumstances corporationsby thatwhich area associationscorporation may discretionally indemnify a person who is or unit-owners’was associationsa fromparty theto requirementan thataction, corporationsor issuethreatened to be made a certificateparty ofto membershipan action, by authorizing the corporation to indemnify any such person who becomesis aor memberwas serving at the request of the corporation.corporation as a manager of [another corporation or business entity.] a limited-liability company.

Sectionowners’ 19associations offrom this bill defines the termrequirement “distribution”that forcorporations theissue purposesa ofcertificate section 21 of thismembership- billto concerningany noneconomicperson memberswho ofbecomes limited-liabilitya -member 81st Session (2021) – 3 – companies and sections 23 and 24 of this bill relating to the circumstancescorporation. by distributions and certain other provisions of law relating to limited-liability companies.

Section 19 of this bill defines the term “distribution” for the purposes of section 21 of this bill concerning noneconomic members of limited-liability companies and sections 23 and 24 of this bill relating to the circumstances by which a limited-liability company is authorized to or prohibited from making distributions and certain other provisions of law relating to limited-liability companies.

Section 38 makes a conforming change by repealingSenate theAmendment definitionNo. of the term “majority in interest.” Section 20 of this bill makes a conforming change relating to the placement of section 18 in the Nevada Revised Statutes.

Section28 22.5to ofSenate thisBill bill:No.

(1)95 Page 5 repealing the definitions of the term “majority in interest.” [Sections 17 and] Section 20 of in the [NRS.] Nevada Revised Statutes.hanges] change relating to the placement of section 18 Section 22.5 of this bill provides that the provisions concerning the form of contributions to capital of a member of a limited-liability company or a series apply to the entirety of chapter 86 of NRS;NRS.

andSection (2) clarifies the form of such contSection 32 of this bill provides the circumstances under which a vote of the stockholders of a domestic corporation is not required to authorize a merger in which the corporation is a constituent entity.

Section 34 of this bill provides that a plan of merger, conversion or exchange involving a domestic limited-liability company must be approved by:

(1) a majority of the totaltotalinvolving a contributions of the members, if there is one class of members;

or (2) a majority of the total contributions of each class of members, if there are two or moreSectionmore 35classes of thismembers. bill revises the applicability of the limitations on dissenter’s rights.

Section 3635 of this bill makesrevises various changes related to the notificationapplicability of stockholders concerning corporate actions creating dissenter’s rights, including, without limitation, authorizing a domestic corporation to send an advance notice statement to the stockholderslimitations ifon a proposed corporate action creating dissenter’s rightsrights. is submitted for approval pursuant to a written consent of the stockholders or taken without a vote of the stockholders.

Section 3736 of this bill makes various changes to provisions related to the prerequisitesnotification forof astockholders demandconcerning bycorporate actions creating dissenter’s rights, including, without limitation, authorizing a stockholderdomestic forcorporation paymentto ofsend thean sharesadvance ofnotice thestatement stockholder,to includingthe requiringstockholders suchif a stockholderproposed tocorporate fileaction creating dissenter’s rights is submitted for approval [by the] pursuant to a statementwritten consent of intentthe understockholders certainor circumstances.taken without a vote of the stockholders.

“statementa demand by a stockholder for payment of intent,”[his respectively.or her] the shares [,] of the stockholder,ites for including requiring such a stockholder to file a statement of intent under certain circumstances.

SectionSections 3129 and 30 of this bill makesdefine conformingt”the andterms changes“advance relatednotice tostatement” theand placement“statement of theintent,” definitionsrespectively. in the Nevada Revised Statutes.

EXPLANATIONSection –31 Matterof this bill makes conforming changes related to the placement of the definitions in boldedthe italics[NRS.] isNevada new;Revised Statutes.

matter between brackets [omitted material] is material to be omitted.

Every nonresident of this State who, on or after October 1, 2013, accepts election or appointment, including reelection or reappointment, as a management person of an entity, or who, on or after October 1, 2014, serves in such capacity, and every -resident 81stof Sessionthis (2021)State –who 4accepts –election or appointment or serves in such capacity and thereafter removes residence from this StatevesState shall be deemed, by the acceptance or by the service, to have consented to the appointment of the registered agent of the entity as an agent upon whom service of process may be made in all civil actions or proceedings brought in this State by, on behalf of or against the entity in which the management person is a necessary or proper party, or in any action or proceeding against the management person for a violation of a duty in such capacity, whether or not the person continues to serve as the management person at the time the action or proceeding is commenced.

Service of process must be effected by serving the registered agent with a true copy in the manner provided by law for service of orprocess. proceeding is pending] party serving the registered agent shall,tion within 7 days after such service, send by registered or certified mail, postage prepaid, [true and attested] copies of the [process,] documents served upon the registered agent, together with a statement that service is being made pursuant to this section, addressed to the management person at the address as it appears on the records of the Secretary of State, or if no such address appears, at the address last known to the serving party .

In addition, the [clerk of the court in which the civil action or proceeding is pending] party serving the registered agent shall, within 7 days after such service, send by registered or certified mail, postage prepaid, [true and attested] copies of the [process,] Senate Amendment No.

28 to Senate Bill No.

95 Page 6 documents served upon the registered agent, together with a statement that service is being made pursuant to this section, addressed to the management person at the address as it appears on the records of the Secretary of State, or if no such address appears, at the address last known to the serving party .

If any entity or management person fails to appoint a registered agent, or fails to file a statement of change of registered agent pursuant to NRS 77.340 before the effective date of a vacancy in the agency pursuant to NRS 77.330 or 77.370, on the production of a certificate of the Secretary of State showing either fact, which is conclusive evidence of the fact so certified to be made a part of the return of service, or if the street address of the registered agent of the entity is not staffed as required pursuant to NRS 14.020, which fact is to be made part of the return of service, the management person may be served with any and all legal process, or a demand or notice described in NRS 14.020, by delivering a copy to the Secretary of State or, in the absence of the Secretary of State, to any deputy secretary of state, and such service is valid to all intents and purposes.

- 81st Session (2021) – 5 – (a) Include a specific citation to the provisions of this section.

 The Secretary of State shall keep a copy of the legal process received pursuant to this section in the Office of the Secretary of State for at least 1 year after receipt thereof and shall make those records available for public inspection during normal business hours.

served7. with process pursuant to subsection 2, the time in which a defendant is required to appear and file a responsive pleading must be computed from the date of mailing by the [clerk of the court.] serving party.

In any action in which any management person has been served with process pursuant to subsection 2, the time in which a defendant is required to appear and file a responsive pleading must be computed from the date of mailing by the [clerk of the court.] serving party.

Notwithstanding any other provision of this subsection, except by agreeing to arbitrate any arbitrable matter in a specified jurisdiction or in this State, an owner of an entity who is -not 81sta Sessionmanagement (2021)person –may 6not –waive actionits orright proceeding in the courts of this State with respect togal matters relating to themaintain organizationa orSenate internalAmendment affairsNo. of an entity.

28 to Senate Bill No.

95 Page 7 legal action or proceeding in the courts of this State with respect to matters relating to the organization or internal affairs of an entity.

(2)(1) Limited-liabilityCorporation, company;twhether or not for profit;

(2) Limited-liability company;

(b) “Articles,” “articles of incorporation” and “certificate of incorporation” are synonymous terms and, unless the contextcatecontext of otherwise requires, include all certificates filed pursuant to NRS 78.030, 78.180, 78.185, 78.1955, 78.209, 78.380, 78.385, 78.390, 78.725 and 78.730 and any articles of merger, conversion, exchange or domestication filed pursuant to NRS 92A.200 to 92A.240, inclusive, or 92A.270.

- 81st Session (2021) – 7 – (1) Corporation, whether or not for profit;

corporation(e) that“Market hasvalue” awhen classused orin seriesreference ofto votingthe shares which is:ic (1) A covered security under section 18(b)(1)(A) or (B)property of theany Securitiesresident Actdomestic ofcorporation, 1933,means: 15 U.S.C.

(1) In the case of shares, the highest closing sale price of a share during the 30 calendar days immediately preceding the date in question on the principal United States securities exchange registered under the Securities Exchange Act on which the shares are listed, or, if the shares are not listed on any such exchange, the fair market value on the date in question of a share as determined by the board of directors of the resident domestic corporation in good faith.

(2) In the case of property other than cash or shares, the fair market value of the property on the date in question as determined by the board of directors of the resident domestic corporation in good faith.

Senate Amendment No.

28 to Senate Bill No.

95 Page 8 (f) “Publicly traded corporation” means a domestic corporation that has a class or series of voting shares which is:

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

(f)(g) “Principal office” means the office, in or out of this State, where the principal executive offices of a domestic or foreign corporation are located.

[(f)] (g)(h) “Receiver” includes receivers and trustees appointed by a court as provided in this chapter or in chapter 32 of NRS.

[(g)] (h)(i) “Registered agent” has the meaning ascribed to it in NRS 77.230.

[(h)] (i)(j) “Registered office” means the office maintained at the street address of the registered agent.

[(i)] (j)(k) “Securities“Resident Exchangedomestic Act”corporation” means thea Actdomestic ofcorporation Congressthat knownhas as200 theor Securitiesmore Exchangestockholders Act of 1934,record. as amended, 15 U.S.C.

A resident domestic corporation does not cease to be a resident domestic corporation by reason of events occurring or actions taken while the resident domestic corporation is subject to NRS 78.411 to 78.444, inclusive.

(l) “Securities Exchange Act” means the Act of Congress known as the Securities Exchange Act of 1934, as amended, 15 U.S.C.

(k)(m) “Stockholder of record” means a person whose name appears on the stock ledger of the corporation as the owner of record of shares of any class or series of the stock of the corporation.

(l) “Voting shares” means shares of stock of a corporation entitled to vote generally in the election of directors.

3.

As used in this section:

(a) “Share” has the meaning ascribed to it in NRS 78.429.

(b) “Subsidiary” has the meaning ascribed to it in NRS 78.431.

(c) “Voting shares” has the meaning ascribed to it in NRS 78.432.

-(a) 81stIt Sessionappears (2021)from –the 8articles –or the certificate of amendment that the corporation proposes to carry on business as a banking ortor trust company, exclusively or in connection with its business as a bank, savings and loan association, savings bank or thrift company;

3.Senate Amendment No.

Except28 as otherwise provided in subsection 7, the Secretary any certificate of amendment of articles of incorporation of anyon or corporation formed pursuant to theSenate lawsBill ofNo. this State if the name of the corporation contains the words “engineer,” “engineered,” “engineering,” “professional engineer,” “registered engineer” or “licensed engineer” unless:

95 Page 9 3.

Except as otherwise provided in subsection 7, the Secretary of State shall not accept for filing any articles of incorporation or any certificate of amendment of articles of incorporation of any corporation formed pursuant to the laws of this State if the name of the corporation contains the words “engineer,” “engineered,” “engineering,” “professional engineer,” “registered engineer” or “licensed engineer” unless:

Except as otherwise provided in subsection 7, the Secretary of State shall not accept for filing any articles of incorporation or any certificate of amendment of articles of incorporation of any corporation formed pursuant to the laws of this State if the name of the corporation contains the words “architect,” “architecture,” “registered architect,” “licensed architect,” “registered interior designer,” “registered interior design,” “residential designer,” “registered residential designer,” “licensed residential designer” or “residential design” unless the State Board of Architecture, Interior Design and Residential Design certifies that:

or -(b) 81stThe Sessioncorporation (2021)is – 9 – pursuant to NRS 623.349.s qualified to do business in this State 5.pursuant to NRS 623.349.

5.

The Secretary of State shall not accept for filing any articles of incorporation or any certificate of amendment of articles of incorporation of any corporation formed or existing pursuant to the laws of this State which provides that the name of the corporationecorporation contains the words “common-interest community,” “community association,” “master association,” “unit-owners’ association” or “homeowners’ association” or if it appears in the articles of incorporation or certificate of amendment that the purpose of the corporation is to operate as a unit-owners’unit- owners’ association pursuant to chapter 116 or 116B of NRS unless the Administrator of the Real Estate Division of the Department of Business and Industry certifies that the corporation has:

(a) Registered with the Ombudsman for Owners in Common-Common-Interest Interest Communities and Condominium Hotels pursuant to NRS 116.31158 or 116B.625;

The provisions of subsections 3 and 4 do not apply to any corporation, whose securities are publicly traded and regulated by the Securities Exchange Act , [of 1934,] which does not engage inyin the practice of professional engineering, architecture or residential design or interior design, as applicable.

8.Senate Amendment No.

28 to Senate Bill No.

95 Page 10 8.

-Sec. 81st Session (2021) – 10 – 78.046.

1.4.

TheNRS articles78.046 ofis incorporationhereby oramended bylawsto ofread a:as follows:

corporation78.046 may1. require, to the extent not inconsistent with any applicable jurisdictional requirements [,] and the laws of the United States, that any, all or certain [internal] :

The articles of incorporation or bylaws of a corporation may require, to the extent not inconsistent with any applicable jurisdictional requirements [,] and the laws of the United States, that any, all or certain [internal] :

[3.] 4.

As used in this section:

(1) This State, including, without limitation, those courts in any county having a business court, as that term is defined in NRS 13.(2)13.050; A state other than this State;

(2) A state other than this State;

or - 81st Session (2021) – 11 – (3) Arising pursuant to, or to interpret, apply, enforce or determine the validity of, any provision of this title, the articles of incorporation, the bylaws or any agreement entered into pursuant to NRS 78.365 to which the corporation is a party or a stated benSec.beneficiary thereof.

5.ySec. tNRS 78.138 is hereby amended to read as follows:

5.

NRS 78.138 is hereby amended to read as follows:

(b)Senate Counsel,Amendment publicNo. accountants, financial advisers, valuation advisers, investment bankers or other persons as to matters reasonably believed to be within the preparer’s or presenter’s professional or expert competence;

or28 (c) A committee on which the director or officer relying thereon does not serve, established in accordance with NRS 78.125, as to mattersSenate withinBill theNo. 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 tha3.wouExcept as otherwise provided in subsection 1 of NRS 78.139, directors and officers, in deciding upon matters of business, are presumed to act in good faith, on an informed basis and with a view to the interests of the corporation.

95 Page 11 (b) Counsel, public accountants, financial advisers, valuation advisers, investment bankers or other persons as to matters reasonably believed to be within the preparer’s or presenter’s professional or expert competence;

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.

3.

Except as otherwise provided in subsection 1 of NRS 78.139, directors and officers, in deciding upon matters of business, are presumed to act in good faith, on an informed basis and with a view to the interests of the corporation.

- 81st Session (2021) – 12 – (3) The interests of the community or of society;

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

(1) The director’s or officer’s act or failure to act constituted a breach of his or her fiduciary duties as a director or officer;

andtedand (2) Such breach involved intentional misconduct, fraud or a knowing violation of law.

Sec.Senate Amendment No.

28 to Senate Bill No.

95 Page 12 Sec.

78.191 As used in NRS 78.191 to 78.307, inclusive, unless the context otherwise requires, the word “distribution” means a direct or indirect transfer of money or other property , other than its own shares or the incurrence of indebtedness by a corporation , to or for the benefit of [its stockholders]stockholders the] all holders of shares of any one or more classes or series of the capital stock of the corporation, with respect to [any of its] such shares.

A distribution may be in the form - 81st Session (2021) – 13 – of a declaration or payment of a dividend, a purchase, redemption or other acquisition of shares, a distribution of indebtedness, or otherwise.

of78.257 any1. corporation and owns not less than 15 percent of all of the issued and outstanding shares of the stock of such corporation or has been authorized in writing by the holders of at least 15 percent of all its issued and outstanding shares, upon at least 5 days’ written demand, including the affidavit required pursuant to subsection 2, is entitled to inspect in person or by agent or attorney, during normal business hours, the books of account and all financial records of the corporation, to make copies of records, and to conduct an audit of such records.

Any person who has been a stockholder of record of any corporation and owns not less than 15 percent of all of the issued and outstanding shares of the stock of such corporation or has been authorized in writing by the holders of at least 15 percent of all its issued and outstanding shares, upon at least 5 days’ written demand, including the affidavit required pursuant to subsection 2, is entitled to inspect in person or by agent or attorney, during normal business hours, the books of account and all financial records of the corporation, to make copies of records, and to conduct an audit of such records.

The rights authorized by subsection 1 may be denied to any stockholder upon the stockholder’s refusal to furnish the corporation an affidavit required pursuant to subsection 2.

Any stockholder orionor other person, exercising rights set forth in subsection 1, who uses or attempts to use information, records or other data obtained from the corporation, for any purpose not related to the stockholder’s interest in the corporation as a stockholder, is guilty of a gross misdemeanor.

- 81st Session (2021) – 14 – 6.

(a) Is entitled to costs and reasonable attorney’s fees, if the sto(b) Is liable for such costs and fees, if the stockholder doesprevails; not prevail,  in the action or proceeding.

or (b) Is liable for such costs and fees, if the stockholder does not prevail,  in the action or proceeding.

A person who owns, or is authorized in writing by the owners of, at least 15 percent of the issued andSenate outstandingAmendment sharesNo. of the stock of a corporation that has elected to be governed by subchapter S of the Internal Revenue Code and whose shares are not listed or traded on any recognized stock exchange is entitled to inspect the books of the corporation pursuant to subsection 1 and has the rights, duties and liabilities provided in subsections 2 to 6, inclusive.

28 to Senate Bill No.

95 Page 13 and outstanding shares of the stock of a corporation that has elected to be governed by subchapter S of the Internal Revenue Code and whose shares are not listed or traded on any recognized stock exchange is entitled to inspect the books of the corporation pursuant to subsection 1 and has the rights, duties and liabilities provided in subsections 2 to 6, inclusive.

Except to the extent limited or denied by this section or the articles of incorporation, shareholders have a preemptive right to intoacquire suchunissued shares.shares,shares, treasury shares or securities convertible 3.into such shares.

3.

or -(5) 81stTo Sessionacquire (2021)any –shares, 15treasury –shares or securities convertible into such shares, if the shares or the shares into which the convertible securities may be converted are upon issuance registered pursuant to section 12 of the Securities Exchange Act , [of 1934,] 15 U.S.C.

(e) The preemptive right is only an opportunity to acquire shares or other securities upon such terms as the board of directors fixes for the purpose of providing a fair and reasonable opportunity for the exeSec.exercise of such right.

9.fSec. sNRS 78.288 is hereby amended to read as follows:

9.

NRS 78.288 is hereby amended to read as follows:

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 immediately after the time of the distribution, to satisfy the preferential rights upon such dissolution of [stockholders] holders of shares of [one or more classes] any class or series of the capital stock of the corporation [whose] having preferential rights [are] superior to those receiving the distribution.

3.Senate Amendment No.

28 to Senate Bill No.

95 Page 14 3.

-4. 81st Session (2021) – 16 – measured:

The effect of a distribution pursuant to subsection 2 must be (a)measured: In the case of a distribution by purchase, redemption or other acquisition of shares of the [corporation’s shares,] capital stock of the corporation, as of the earlier of:

(a) In the case of a distribution by purchase, redemption or other acquisition of shares of the [corporation’s shares,] capital stock of the corporation, as of the earlier of:

or (2) The date upon which the [stockholder] holder of such shares [of one or more classes or series of the capital stock of the corporation] ceases to [be a stockholder holder with respect to] hold the acquired shares.

shares5. of one or more classes or series of the capital stock of the corporation 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.

A corporation’s indebtedness to a [stockholder] holder of shares of one or more classes or series of the capital stock of the corporation 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]stockholders holders of shares of one or more classes or series of the capital stock of the corporation] could then be made pursuant to this section.

The board of directors may fix a record date for determining [stockholders] holders of shares of one or more classes or series of the capital stock of the corporation entitled to a distributionesdistribution of authorized by the board of directors pursuant to this section, which record date must not precede the date upon which the resolution fixing the record date is adopted.

- 81st Session (2021) – 17 – Sec.

The directors of a corporation shall not make distributions [to stockholders]stockholders holders of shares of one or more classes or series of the capital stock of the corporation] except as provided by this chapter.

Except as otherwise provided in subsection 3 and NRS 78.138, in case of any violation of the provisions of this section, the directors under whose administration the violation occurred areion,are the jointly and severally liable, at any time within 3 years after each violation, to the corporation, and, in the event of its dissolutionSenate orAmendment insolvency,No. 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 .

[to28 stockholders.]to 3.Senate Bill No.

95 Page 15 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.

holders of shares of one or more classes or series of the capital stock of the corporation.] 3.

and (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 act2.n.action.

2.

Unless otherwise restricted by the articles of incorporation or bylaws, stockholders and certain other persons [authorized] permitted by the corporation to attend a meeting of stockholders may participate in [a] the meeting [of stockholders] through remote communication, including, without limitation, electronic communications, - 81st Session (2021) – 18 – videoconferencing, teleconferencing or other available technology , if the corporation has implemented reasonable measures to:

(a) Verify the identity of each person participating through such means as a stockholder [;] or [authorized] permitted person;

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.

Unless otherwise restricted by the articles of incorporation or bylaws, a meeting of stockholders may be held solely by remote communication pursuant to subsection 4 [.] and, if a meeting is so held, no other means of communication [must be] is required in the conduct of the meeting unless otherwise prescribed by the board of directors.

theSenate bylaws,Amendment onceNo. a share is represented in person or by proxy for any purpose at a meeting, the share shall be deemed present for purposes of determining a quorum for the remainder of the meeting and for any adjournment of the meeting unless a new record date is or must be fixed for the adjourned meeting.

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95 Page 16 8.

Unless otherwise provided in the articles of incorporation or the bylaws, once a share is represented in person or by proxy for any purpose at a meeting, the share shall be deemed present for purposes of determining a quorum for the remainder of the meeting and for any adjournment of the meeting unless a new record date is or must be fixed for the adjourned meeting.

If the articles of incorporation, or the certificate of designation establishing the class or series of stock provides for more or less than one vote per share for any class or series of shares on any matter, every reference in this chapter to a majority or other - 81st Session (2021) – 19 – proportion of stock shall be deemed to refer to a majority or other proportion of the voting power of all of the shares or those classes or series of shares, as may be required by the articles of incorporation, or in the certificate of designation establishing the class or series of sto2.stock or the provisions of this chapter.

orUnless2. a period of more than 60 days or a period of less than days is prescribed or fixed in the articles of incorporation, the board of directors may prescribe a period not exceeding 60 days before any meeting of the stockholders during which no transfer of stock on the books of the corporation may be made, or may fix [, in advance,] a record date not more than 60 or less than 10 days before the date of any such meeting as the date as of which stockholders entitled to notice of and to vote at such meetings must be determined.

Unless a period of more than 60 days or a period of less than 10 days is prescribed or fixed in the articles of incorporation, the board of directors may prescribe a period not exceeding 60 days before any meeting of the stockholders during which no transfer of stock on the books of the corporation may be made, or may fix [, in advance,] a record date not more than 60 or less than 10 days before the date of any such meeting as the date as of which stockholders entitled to notice of and to vote at such meetings must be determined.

(1) Must be so fixed [by] pursuant to a resolution adopted by the board of directors;

and (2) Must not precede the [date that] day on which the resolution is adopted by the board of directors, regardless of the effective date of the resolution.

If a record date for a meeting of stockholders is not fixed [,] by the board of directors, the record date is at the close of business on the day before the day on which the first notice is given or, if meetingnotice is held.,waived, at the close of business on the day before the 5.meeting is held.

5.

-Senate 81stAmendment SessionNo. (2021) – 20 – prescribing a date upon which the stockholders of record entitled to give written consent pursuant to NRS 78.320 must be determined and:

28 to Senate Bill No.

95 Page 17 7.

If the board of directors does not adopt a resolution prescribing a date upon which the stockholders of record entitled to give written consent pursuant to NRS 78.320 must be determined and:

The provisions of this section do not restrict the directors from taking action to protect the interests of the corporation and its stockholders, including, but not limited to, adopting or signing plans, arrangements or instruments that grant or deny rights, privileges, power or authority to a holder or holders of a specified number of shares or percentage of share ownership ordersor of a voting power.

A duplicate of every such agreement must be filed in the registered office of the corporation and at all times during its terms be 2.enopen At any time within the 2 years next preceding the expiration of an agreement entered into pursuant to theinspection provisionsby of subsection 1, or the expiration of an extension of that agreement, any beneficiarystockholder of the trust may, by written agreement with the trustee or trustees,his extend the duration of the trust for a time not to exceed 15 years after the scheduled expiration date of the original agreement or theher latestattorney. extension.

An2. extension is not effective unless the trustee, before the expiration date of the original agreement or the latest extension, files a duplicate of the agreement - 81st Session (2021) – 21 – corporation.

At any time within the 2 years next preceding the expiration of an agreement entered into pursuant to the provisions of subsection 1, or the expiration of an extension of that agreement, any beneficiary of the trust may, by written agreement with the trustee or trustees, extend the duration of the trust for a time not to exceed 15 years after the scheduled expiration date of the original agreement or the latest extension.

An extension is not effective unless the trustee, before the expiration date of the original agreement or the latest extension, files a duplicate of the agreement providing for the extension in the registered office of the corporation.

An agreement entered into pursuant to the provisions of subsection 1 is not invalidated by the fact that,that , by its terms,terms , its duration is more than 15 years, but its duration shall be deemed amended to conform with the provisions of this section.

(a) [To] If and to the extent that the transferee agrees in writing to be bound by the agreement;

orhator the transferee agrees in writing to (b) If the agreement expressly provides that it is enforceable against the transferee of a stockholder party to the agreement and:

(1)Senate TheAmendment transfereeNo. had actual knowledge of the existence of the agreement before the transfer;

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95 Page 18 (1) The transferee had actual knowledge of the existence of the agreement before the transfer;

(a) Effective for a term of more than 15 years, but at any time within the 2 years next preceding the expiration of the agreement the parties thereto may extend its duration for [as many additional per5.ds,An]periods, sucheach periodnot as is stated in the extension [agreement entered into pursuant to theexceed provisions15 ofyears, subsectionas 1they orwish. 3 is not invalidated] ;

5.

An] such period as is stated in the extension [.

6.

An agreement entered into pursuant to the provisions of subsection 1 or 3 is not invalidated] ;

- 81st Session (2021) – 22 – Sec.

state2. the purpose or purposes for which the meeting is called.

Except in the case of the annual meeting, the notice must state the purpose or purposes for which the meeting is called.

(b) The means of [electronic communications,] remote communication, if any, by which stockholders and proxies shall be deemed to be present in person and vote [.][. at the meeting;

;] at the meeting;

Personal delivery of any such notice to any officer of a corporation or association, to any member of a limited-liability company managed by its members, to any manager of a limited-liability company managed by managers, to any general partner of a partnership or to any trustee of a trust constitutes liabilitydelivery company,of partnershipthe ornotice trust.n,to the corporation, association, limited- 4.liability company, partnership or trust.

4.

-Senate 81stAmendment SessionNo. (2021) – 23 – the bylaws, if notice is required to be delivered, under any provision of this chapter or the articles of incorporation or bylaws of any corporation, to any stockholder to whom:

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95 Page 19 6.

Unless otherwise provided in the articles of incorporation or the bylaws, if notice is required to be delivered, under any provision of this chapter or the articles of incorporation or bylaws of any corporation, to any stockholder to whom:

If any such stockholder delivers to the corporation a written notice setting forth his or her current address, the requirement that notice be delivered to the stockholder is reinstated.

(a) The date [,] and time [or place] of the adjourned meeting [if they are announced at the meeting at which the adjournment is tak(b)taken.] The; means of remote communication, if any, by which stockholders and proxies shall be deemed to be present in person and vote at the adjourned meeting;

(b) The means of remote communication, if any, by which stockholders and proxies shall be deemed to be present in person and vote at the adjourned meeting;

- 81st Session (2021) – 24 – 8.

The requirements for notice pursuant to this section are satisfied by a corporation if the corporation is a publicly traded corporation on the record date for the meeting and the corporation timely files, pursuant to section 14(a) of the Securities Exchange Act, 15 U.S.C.

As used in this section, “remote communication” [means a] includes any form of communication described in subsection 4 of NRS 78.320.

14.2.

NRS 78.411 is hereby amended to read as follows:

78.411 As used in NRS 78.411 to 78.444, inclusive, unless the context otherwise requires, the words and terms defined in NRS 78.412 to [78.432,] 78.431, inclusive, have the meanings ascribed to them in those sections.

Sec.

Whenever any corporation becomes insolvent or suspends its ordinary business for want of money to carry on the business, or if its business has been and is being conducted at a great loss and greatly prejudicial to the interest of its creditors or outstandingstockholders, indebtedness,any orcreditors stockholdersholding owning at least 10he10 percent of the outstandingSenate stockAmendment entitledNo. to vote, may, by petition setting forth the facts and circumstances of the case, apply to the district court of the county in which the principal office of the corporation is located or, if the principal office is not located in this State, to the district court in the county in which the corporation’s registered office is located for a writ of injunction and the appointment of a receiver or receivers or trustee or trustees.

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95 Page 20 outstanding indebtedness, or stockholders owning at least 10 percent of the outstanding stock entitled to vote, may, by petition setting forth the facts and circumstances of the case, apply to the district court of the county in which the principal office of the corporation is located or, if the principal office is not located in this State, to the district court in the county in which the corporation’s registered office is located for a writ of injunction and the appointment of a receiver or receivers or trustee or trustees.

-3. 81st Session (2021) – 25 – corporation has become insolvent and is not about to resume its business in a short time thereafter, or that its business has been and is being conducted at a great loss and greatly prejudicial to the interests of its creditors or stockholders, so that its business cannot be conducted with safety to the public, it may issue an injunction to restrain the corporation and its officers and agents from exercising any of its privileges or franchises and from collecting or receiving any debts or paying out, selling, assigning or transferring any of its estate, money, lands, tenements or effects, except to a receiver appointed by the court, until the court otherwise orders.

If upon such inquiry it appears to the court that the corporation has become insolvent and is not about to resume its business in a short time thereafter, or that its business has been and is being conducted at a great loss and greatly prejudicial to the interests of its creditors or stockholders, so that its business cannot be conducted with safety to the public, it may issue an injunction to restrain the corporation and its officers and agents from exercising any of its privileges or franchises and from collecting or receiving any debts or paying out, selling, assigning or transferring any of its estate, money, lands, tenements or effects, except to a receiver appointed by the court, until the court otherwise orders.

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 or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, [manager,] employee or agent of another corporation, partnership, joint venture, trust or other enterprise [,] or as a manager of a limited-liability company, against expenses, including attorneys’ fees, judgments, fines and 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 aona is 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 the right of the corporation to procure a judgment in its favor by reason -of 81stthe Sessionfact (2021)that –the 26person –is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of theorthe corporation as a director, officer, [manager,] employee or agent of another corporation, partnership, joint venture, trust or other enterprise or as a manager of a limited-liability company, against expenses, including amounts paid in settlement andSenate attorneys’Amendment feesNo. actually and reasonably incurred by the person in connection with the defense or settlement of the action or suit if the person:

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95 Page 21 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:

 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 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 other court of competent jurisdiction determines upon application that in view offof all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

(1) A majority vote of a quorum consisting of directors who were no(2) A quorum consisting of directors who were not parties to the action, suit or proceeding cannotso beorders; obtained.

or (2) A quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained.

-2. 81st Session (2021) – 27 – owners’ association, each term as defined in NRS 116.011, theit- corporation shall issue a certificate of membership to each member, but the membership or the certificate thereof shall not, except as provided in NRS 81.410 to 81.540, inclusive, be assigned by any member to any other person, nor shall the assigns thereof be entitled to membership in the corporation, or to any property rights or interest therein.

[The] Unless the corporation is an association or a unit-owners’ association, each term as defined in NRS [116.3101,] 116.011, the corporation shall issue a certificate of membership to each member, but the membership or the certificate thereof shall not, except as provided in NRS 81.410 to 81.540, inclusive, be assigned by any member to any other person, nor shall the assigns thereof be entitled to membership in the corporation, or to any property rights or interest therein.

thereto the provisions set forth as sections 18 and 19 of this act.

17.

Chapter 86 of NRS is hereby amended by adding thereto the provisions set forth as sections 18 and 19 of this act.

Sec.

2.Senate Amendment No.

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95 Page 22 2.

As used in NRS 86.281 to 86.351, inclusive, unless the context otherwise requires, “distribution” means a direct or indirect transfer of money or property, other than its own member’s [interest,] interests, or the incurrence of indebtedness, by a limited-liability company to or for the benefit of all holders of any one or more classes or series of its members’ interests with respect to such interests or as otherwise provided in the articles of organization or operating agreement.

86.011 As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 86.022 to 86.1255, - 81st Session (2021) – 28 – inclusive, and section 18 of this act have the meanings ascribed to them in those sections.

“Noneconomic member” means a member of a lim[1.]limited-liability (a)company Doeswho: not own a member’s interest in the company;

[1.] (a) Does not own a member’s interest in the company;

Except as otherwise provided in this section or in the articles of organization or operating agreement, management of a limited-liability company is vested [managed by a majority] in [interest of] its members [.

Unless otherwise provided in the articles of organization or operating agreement, the management of a series is vested in the[managed membersby associateda withmajority thein seriesinterest [inof] proportion to their contribution to the capital of the series, as adjusted from time to from the assets or income of the series by the members associatedalsassociated with the series.]series proportionally[. in interest thereof.

in proportion to their contribution to the capital of the series, as adjusted from time to time to reflect properly any additional contributions or withdrawals from the assets or income of the series by the members associated with the series.] proportionally in interest thereof.

86.321 [The] For purposes of this chapter, [contributions]the acontributions contribution to capital of a member to a limited-liability company or series may [bebe in cash,]cash, consist of tangible or intangible property or anyservices otherrendered, benefit to the limited-liability company or series,a including,promissory withoutnote limitation, money, real or personalother property, - 81st Session (2021) – 29 – binding obligation to contribute cash or property or to perform services.

Sec.Senate Amendment No.

28 to Senate Bill No.

95 Page 23 Sec.

Except as otherwise provided in subsection 2, a distribution [of the profits and contributions of] from a limited-limited-liability liability company must not be made if, after giving it effect:

(a) The company would not be able to pay its debts as they become due in the usual course of business;

orsor debts as they (b) Except as otherwise specifically permitted by the articles of organization, the total assets of the company would be less than the sum of its total liabilities.

The manager or managers or, if management of the company is not vested in a manager or managers, the members , may base a determination that a distribution is not prohibited pur(a)pursuant Financialto statementsthis preparedsection onon: the basis of accounting practices that are reasonable in the circumstances;

(a) Financial statements prepared on the basis of accounting practices that are reasonable in the circumstances;

-(a) 81stIn Sessionthe (2021)case –of 30a –distribution by purchase, redemption or other acquisition by the company of member’s interests, as of the earliererearlier of:

Indebtedness of the company, or a series of the company, including indebtedness issued as a distribution, is not considered a liability for purposes of determinations pursuant to this section if its terms provide that payment of principal and interest are to be made only if and to the extent that payment of a distribution to themadethe members could then be made pursuant to this section.

Except as otherwise provided in subsection 7, a member who receives a distribution in violation of this section is liable to the limited-liability company or theSenate series,Amendment asNo. applicable, for the amount of the distribution.

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95 Page 24 the series, as applicable, for the amount of the distribution.

A member who receives a distribution from a limited-limited-liability liability company or the series, as applicable, in violation of this section is not liable to the limited-liabilitylimited- liability company or such series, as applicable, and, in the event of its dissolution or insolvency, to its creditors, or any of them, for the amount of the distribution after the expiration of 3 years after the date of the distribution unless anran action to recover the distribution from the member is commenced before the expiration of the 3-year period following the distribution.

Except as otherwise provided in the articles of organization or operating agreement, the manager or managers or, if the management of the company is not vested in a manager or managers, the members, may fix a record date for determining the members entitled to a distribution authorized pursuant to this -section. 81st Session (2021) – 31 – fixed.n.

The record date must not precede the [date of its fixation.] day on which it is Sec.fixed.

Sec.

Whenever any limited-liability company becomes insolvent or suspends its ordinary business for want of money to carry on the business, or if its business has been and is being conducted at a great loss and greatly prejudicial to the interest of its creditors or members, any creditors holding at least 10 percent of the outstanding indebtedness [, or members owning either 10 percent of the outstanding member’s interests or 10 percent of the voting power] of the company [,] or at least 10 percent in interest of the members, may, by petition setting forth the facts and circumstances of the case, apply to the district court of the county in which the principal office of the company is located or, if the principal office is not located in this State, to the district court in the county in which the company’s registered office is located for a writ of injunction and the appointment of a receiver or receivers or tru2.trustee or trustees.

2.

If, upon such inquiry it appears to the court that the company has become insolvent and is not about to resume its business in a short time thereafter, or that its business has been and is being conducted at a great loss and greatly prejudicial to the interests of its creditors or members so that its business cannot be conducted with safety to the public, it may issue an injunction to restrain the company and its managers, managing members, officers and agents from exercising any of its privileges or franchises and from collecting or receiving any debts or paying out, selling, assigning or transferring any of its estate, money, lands, tenements or effects, except to a receiver appointed by the court, until the court otherwise orders.

[Any member owning either 10 percent of the outstanding member’s interests or] Members holding not less than 10 percent [of the voting power] in interest of the limited-liability -company 81stmay Sessionapply (2021)to –the 32district –court in the county in which the company has its principal place of business or, if the principal place of business is not located in this State, to the district court in the county in which the company’s registered office is located, for an order appointing aSenate receiver,Amendment andNo. by injunction restrain the company from exercising any of its powers or doing business whatsoever, except by and through a receiver appointed by the court, whenever irreparable injury to the company is threatened or being suffered and:

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95 Page 25 a receiver, and by injunction restrain the company from exercising any of its powers or doing business whatsoever, except by and through a receiver appointed by the court, whenever irreparable injury to the company is threatened or being suffered and:

or (d) The company has dissolved, but has not proceeded diligently to 2.wind up its affairs, or to distribute its assets in a reasonable time.

The2. application may be for the appointment of a receiver,able time.

The application may be for the appointment of a receiver, without at the same time applying for the dissolution of the company, and notwithstanding the absence, if any there be, of any action or other proceeding in the premises pending in such court.

The court may at any time for sufficient cause make a decree terminating the receivership, or dissolving the company and terminating its existence, or both, as may be proper.nyproper. and 5.

5.

The requirement [as to ownership or voting] to hold not less than 10 percent in interest set forth in subsection 1 shall be - 81st Session (2021) – 33 – maintained from the date of and throughout the pendency of the application for the appointment of a receiver of the company.

The rights of a member set forth in this section may be exercised by a noneconomic member if specifically set forth in the artSec.articles of organization or the operating agreement.

Sec.

Sec.Senate Amendment No.

28 to Senate Bill No.

95 Page 26 Sec.

“Advance notice statement” when used in reference to a proposed corporate action creating dissenter’s rights that is taken or submitted for approval pursuant to a written consent of the stockholders or taken without a vote of the stockholders, means written notice of the proposed corporate action sent by the subject corporation to all stockholders of record entitled to assert dissenter’s rights if the corporate action is effectuated.

and -4. 81st Session (2021) – 34 – inclusive.

Be accompanied by a copy of NRS 92A.300 to 92A.500, Sec.inclusive.

Sec.

Unless otherwise expressly required by the articles of incorporation, no vote of the stockholders of a [publicly traded] domestic corporation is necessary to authorize a merger in which the [publicly traded] domestic corporation is a constituent entity if the plan of merger expressly permits or requires the merger to be effected under this section and:

permits or requires the merger (a) The ownership threshold requirement is satisfied without any offer, subject to the provisions of subsection 2;

and [(2)] (II) Each outstanding share of each class or series of stock of the [publicly traded] domestic corporation that is thesthe of 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 traded] domestic corporation irrevocably accepted for purchase or exchange in the offer.

The plan of merger may expressly provide that the requirements of this [subparagraph]Senate -Amendment 81stNo. Session (2021) – 35 – excluded shares.

must28 not apply to specifiedSenate categoriesBill ofNo. 2.

95 Page 27 [subparagraph] sub-subparagraph must not apply to specified categories of excluded shares.

2.

and]and adopted] by the board of directors of the domestic corporation;

and (c) The domestic corporation must have been a publicly traded corporation at all times during the period between the[: date of the adoption of the plan of merger by the board of directors of the dom3.

(1) The date of the commencement of the offer or] the date of the adoption of the plan of merger by the board of directors of the domestic corporation [, whichever is earlier;] and [ (2) The] the effective date of the merger.

3.

(III) Any person who owns, directly or indirectly, all of the outstanding equity interests of the constituent entity making the offer;

(e) “Offer” means an offer made by the other constituent entity in the merger for all of the outstanding shares of each class or series of stock of the [publicly traded] domestic corporation listed on a national securities exchange, on the terms provided in the plan of merger that, absent this section, would be entitled to vote on the -[adoption] 81stapproval Session (2021) – 36 – entity in the merger may, but is not required to, engage in thet consummation of separate offers for separate classes or series of the stockplan of themerger. [publicly traded] domestic corporation.

The other constituent entity in the merger may, but is not required to, engage in the consummation of separate offers for separate classes or series of the stock of the [publicly traded] domestic corporation.

(g) “Ownership threshold requirement” means that the voting power of the stock of the [publicly traded] domestic corporation otherwise owned beneficially or ofSenate recordAmendment byNo. the other constituent 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] domestic 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] domestic corporation.

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95 Page 28 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] domestic 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] domestic corporation.

(2) If the shares are uncertificated shares held of record by a clearing corporation as nominee, upon transfer into the account of the age(3) If the shares are uncertificated shares held of record by a person other than a clearing corporation as nominee, upon physical receipt by the agent or depositary ofby anway executed letter of transmittalan oragent’s othermessage; instrument of transfer.

and (3) If the shares are uncertificated shares held of record by a person other than a clearing corporation as nominee, upon physical receipt by the agent or depositary of an executed letter of transmittal or other instrument of transfer.

-(i) 81st“Rollover Sessionshares” (2021)means –any 37shares –of any class or series of the capital stock of the [publicly traded] domestic corporation that are the subject of a written agreement requiring such shares to be 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.

If the partnership has more than one class of limited partners, the plan of merger, conversion or exchange must be approved by those limited partners who own a majority inein must interest of the partnership then owned by the limited partners in each class.

3.] If any partner of a domestic limited partnership, which will thebe obligations of the resultingconstituent entity afterin thea conversionconversion, becauseorwill thehave partnerany willliability befor the ownerobligations of anthe owner’sresulting interestentity inafter the resultingconversion entity,because thenthe that partner mustwill alsobe approve the planowner of conversion.an Senate Amendment No.

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95 Page 29 owner’s interest in the resulting entity, then that partner must also approve the plan of conversion.

-Sec. 81st Session (2021) – 38 – 92A.150.

NR1.34.

NRS 92A.150 is hereby amended to read as follows:

92A.150 1.

(a) A plan of merger, conversion or exchange involving a domestic limited-liabilitylimited- liability company must be approved by [members who own] a majority [of the interests in the current profits of the company then owned by all] in interest of the members;

If any manager or member of a domestic limited-liability company, which will be the constituent entity in a conversion, will have any liability for the obligations of the resulting entity after the conversion because the manager or member will be the owner of an owner’s interest in the resulting entity, then that manager or member mus3.alsAsmust usedalso inapprove this section, “in interest” has the meaningplan ascribed to it in section 18 of thisconversion. act.

3.

As used in this section, [“majority in interest”:

(a) In reference to a limited-liability company with one class of members, means a majority of the total contributions of the members to the capital of the limited-liability company, as adjusted from time to time to properly reflect any additional contributions or withdrawals by the members.

(b) In reference to a limited-liability company with more than one class of members, means a majority of the total contributions of the members of each class to the capital of the limited-liability company, as adjusted from time to time to properly reflect any additional contributions or withdrawals from the series by the members.] “in interest” has the meaning ascribed to it in section 18 of this act.

or (c) Issued by an open end management investment company registered with the Securities and Exchange Commission under the Investment Company Act of 1940, 15 U.S.C.

§§ 80a-1 et seq., asheas amended, and which may be redeemed at the option of the holder at net asset value,  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.

-Senate 81stAmendment SessionNo. (2021) – 39 – (a) The record date fixed to determine the stockholders entitled to receive notice of and to vote at the meeting of stockholders to act upon the corporate action otherwise requiring dissenter’s rights;

or28 (b) The day before the effective date of such corporate action if [there](1) There is no meeting of stockholders [.] to actSenate uponBill theNo. corporate action otherwise requiring dissenter’s rights;

95 Page 30 (a) The record date fixed to determine the stockholders entitled to receive notice of and to vote at the meeting of stockholders to act upon the corporate action otherwise requiring dissenter’s rights;

or (b) The day before the effective date of such corporate action if [there] :

(1) There is no meeting of stockholders [.] to act upon the corporate action otherwise requiring dissenter’s rights;

that6. was not issued and outstanding on the date of the first of stock announcement to the news media or to the stockholders of the terms of the proposed action requiring dissenter’s rights.

There is no right of dissent with respect to any share of stock that was not issued and outstanding on the date of the first announcement to the news media or to the stockholders of the terms of the proposed action requiring dissenter’s rights.

If a proposed corporate action creating dissenter’s rights is submitted for[: approval pursuant 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 to 92A.500, inclusive.

1.

Submitted] for approval pursuant 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 to 92A.500, inclusive.

If [the] a corporate action creating dissenter’s rights is [taken][taken Submitted] submitted for approval [by] pursuant to a written consent - 81st Session (2021) – 40 – of the stockholders or taken without a vote of the stockholders, the domestic corporation [may] :

(a) May send an advance notice statement with respect to the proposed corporate action;action [.] ;

and (b) If the proposed corporate action is taken,taken , [pursuant to this subsection,] the domestic corporation shall notify in writing all 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.

If a proposed corporate action creating dissenter’s rights is submitted to a vote at a stockholders’ meeting, a anystockholder classwho orwishes seriesto ofassert shares:rt dissenter’s rights with respect to (a)any Mustclass deliveror toseries the subject corporation, before the vote is taken, [written notice of theshares: stockholder’s] a statement of intent [to demand payment for his or her shares if] with respect to the proposed corporate action ;

(a) Must deliver to the subject corporation, before the vote is taken, [written notice of the stockholder’s] a statement of intent [to demand payment for his or her shares if] with respect to the proposed corporate action ;

2.Senate Amendment No.

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95 Page 31 2.

(a) If an advance notice statement is sent by the subject corporation pursuant to NRS 92A.410, [the stockholder] must deliver a statement of intent with respect to any class or series of shares to the subject corporation by the date specified in the advance notice statement;

NRS 78.424, 78.4265, 78.428,78.427, 78.43278.428 and 86.065 are hereby repealed.

~~~~~LEADLINES 21OF -REPEALED 81stSECTIONS Session78.424 (2021)“Market value” defined.

78.4265 “Publicly traded corporation” defined.

78.427 “Resident domestic corporation” defined.

78.428 “Securities Exchange Act” defined.

86.065 “Majority in interest” defined.