AB 126 — Revises provisions governing business entities. (BDR 7-762)

Absent manifest error or actual fraud, the stock ledger of the corporation, as maintained by the corporation or its designated transfer- agent,82nd shallSession conclusively(2023) determine– the4 stockholders– of record of the corporation.corporation.lusively determine the stockholders of 2.

2.

If the records required by subsection 1 are not made available for inspection at a location within this State pursuant to a proper demand made pursuant to subsection 2, the stockholder orornt to a other person demanding the inspection may serve a demand upon the corporation’s registered agent that the records to be inspected be sent to the demanding stockholder or other person or the agent or attorney thereof.

- *AB126_R1* – 5 – 4.

Together with the written demand required pursuant to subsection 2, a stockholder or other person who wishes to inspect the records required by subsection 1 or make copies therefrom shall furnish an affidavit to the corporation stating that the inspection is not desired for a purpose which is in the interest of a business or object other than the business of the corporation and that the stockholder or other person has not at any time sold or offered for sale any list of stockholders of any domestic or foreign corporation or aided or abetted any person in procuring any such record of stockholders for any such [purpose.] sale or offer for sale.

If any corporation willfully neglects or refuses to make any proper entry in the stock ledger or duplicate copy thereof, or neglects or refuses to permit an inspection of the records required by subsection 1 upon demand by a person entitled to inspect them, or refuses to permit copies to be made therefrom, as provided in - 82nd Session (2023) – 5 – subsection 2, the corporation is liable to the person injured for all damages resulting to the person therefrom.

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

This section does not impair the power or jurisdiction of any court to compel the production for examination of the records required by subsection 1 of NRS 78.105 in any proper case.

This subsection does not authorize or establish any right of inspection or - *AB126_R1* – 6 – examination independent from the right of inspection or examination authorized by NRS 78.105.

The voting powers, designations, preferences, - 82nd Session (2023) – 6 – limitations, restrictions,relativerestrictions, relative rights and distinguishing designation of each class or series of stock must be described in the articles of incorporation or the resolution of the board of directors and the certificate of designation filed pursuant to subsection 1 of NRSNRS2.8.1All 78.1955 before the issuance of shares of thata class or series.series must have voting powers,s.

2.designations, preferences, limitations, restrictions and relative rights identical with those of other shares of the same class or series and, except to the extent otherwise provided in the description of the series, with those of other series of the same class.

All shares of a class or series must have voting powers, designations, preferences, limitations, restrictions and relative rights identical with those of other shares of the same class or series and, except to the extent otherwise provided in the description of the series, with those of other series of the same class.

[The] Without limiting the provisions of NRS 78.138 or 78.139, the provisions of this section do not restrict the directors of a corporation from taking action not in circumvention or contravention of this title to protect the long-term or short-term interests of the corporation [and its] or the long-term or short-term interests of the corporation’s stockholders, including, but not limited to, adopting or signing plans, arrangements or instruments - *AB126_R1* – 7 – that issue, grant or deny rights [, privileges, power or authority] or options pursuant to NRS 78.200 to a holder or holders of a specified number of shares or percentage of share ownership or voting power [.] , for the purpose or having the effect of granting or denying rights, privileges, power or authority to any such holder or holders.

Unless otherwise provided in the articles of incorporation, a corporation that desires to decrease the number of issued and outstanding shares of a class or series held by each stockholder of record at the effective date and time of the change without- correspondingly82nd decreasingSession the(2023) number– of7 authorized– shares of the same class or series may do so if:if:mber of authorized shares (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;

(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;

If the proposal required by subsection 1 is approved by the stockholders entitled to vote, the corporation may reissue its stock in accordance with the proposal after the effective date and time of thethein change.

The decrease does not have to be approved by the vote 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 decrease if - *AB126_R1* – 8 – the articles of incorporation specifically deny the right to vote on such a decrease.

and - 82nd Session (2023) – 8 – (b) Would otherwise be entitled to receive a fraction of a share in exchange for the cancellation of all their outstanding shares,  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 of with the provisions of NRS 92A.300 to 92A.500, inclusive, and sections 26 and 27 of this act and obtain payment of the fair value of the fraction of a share to which the stockholder would otherwise be entitled.

3.facsimile signature or signatures have been used on, any certificate or certificates for stock cease to be an officer or officers of the corporation, whether because of death, resignation or other reason, before the certificate or certificates have been delivered by the corporation, the certificate or certificates may nevertheless be adopted by the corporation and be issued and delivered as though the person or persons who signed the certificate or certificates, or whose facsimile signature or signatures have been used thereon, had not ceased to be an officer or officers of the corporation.

If4. any officer or officers who have signed, or whose facsimile signature or signatures have been used on, any certificate or certificates for stock cease to be an officer or officers of the corporation, whether because of death, resignation or other reason, before the certificate or certificates have been delivered by the corporation, the certificate or certificates may nevertheless be adopted by the corporation and be issued and delivered as though the person or persons who signed the certificate or certificates, or whose facsimile signature or signatures have been used thereon, had not ceased to be an officer or officers of the corporation.

- *AB126_R1* – 9 – 4.

The issuance of uncertificated shares has no effect on existing certificates for shares until surrendered to the corporation, or on the respective rights and obligations of the - 82nd Session (2023) – 9 – stockholders.

Within a reasonable time after the issuance of uncertificated shares or the transfer of uncertificated shares [without certificates,] on the books of the corporation, the corporation shall send thetheicates,] stockholder of record a written statement containing the information that otherwise would be required on the certificates for such shares pursuant to subsection 1.

Subject to the limitation imposed by NRS 104.8204, a written restriction on the transfer or registration of transfer of the stock of a corporation, if permitted by this section, may be enforced against the holder of the restricted stock or any successor or transferee of the holder, including an executor, administrator, trustee, guardian or other fiduciary entrusted with like responsibility for the person or estate of the holder.

No restriction so imposed is - *AB126_R1* – 10 – binding upon any stockholder with respect to the shares of stock owned by such stockholder at the time the restriction is adopted, regardless of any later effective time of such restriction, unless such stockholder- is82nd Session (2023) – 10 – restriction.is a party to the agreement or voted in favor of the restriction.3.

3.

(a) Obligates the stockholder first to offer to the corporation or to any other stockholder or stockholders of the corporation or to any other person or persons or to any combination of the foregoing a prior opportunity, to be exercised within a reasonable time, to acquire the stock;

(d) Prohibits or restricts the transfer of the stock to, or the ownership of stock by, designated persons or classes of persons, and such designation is not manifestly unreasonable;

orors of persons, and (e) Prohibits or restricts the transfer or registration of transfer of the stock or the amount of stock of a corporation that may be owned by a person or group of persons, for any of the following purposes:

(1) To maintain the corporation’s status when it is dependent on the number or identity of its stockholders, including, without limitation, the corporation’s status as an electing small business corporation under subchapter S of chapter 1 of subtitle A of the - *AB126_R1*82nd Session (2023) – 11 – Unitedamended, Statesor Internalany Revenuesuccessor Code,provision; 26 U.S.C.

§§26 1371U.S.C. et seq., as amended, or any successor provision;

§§ 1371 et seq., as (2) To maintain or preserve the corporation’s status or exemptions under federal or state laws governing taxes or securities, including, without limitation, the qualification of the corporation as a real estate investment trust pursuant to 26 U.S.C.

For the purposes of this section, “stock” includes a security convertible into or carrying an option or other right to subscribe for or toSec. acquire stock.

Sec.8.ireNRS 78.257 is hereby amended to read as follows:

8.

NRS 78.257 is hereby amended to read as follows:

The right of stockholders to inspect the [corporate records] books of account and financial statements of the corporation in accordance with this section may not be limited in the articles or bylaws of any corporation.

As a condition to the rights authorized by subsection 1, the board of directors may require the stockholder and each other person exercising rights set forth- in82nd subsectionSession 1(2023) to– enter12 into– and comply with a confidentiality agreement having such terms and scope as are - *AB126_R1* – 12 – reasonably related to protecting the legitimate interests of the corporation.

The rights authorized by subsection 1 may be denied [to any stockholder upon] if the affidavit or confidentiality agreement required pursuant to subsection 2 is not furnished to the corporation, or if the stockholder or other person exercising rights set forth in subsection 1 at any time has used or attempted to use, or uses, attempts or threatens to use, any information obtained from the corporation pursuant to this section for any purpose not related to the stockholder’s [refusal to furnish] interest in the corporation [an affidavit required pursuant to subsection 2.] as a stockholder, or if the stockholder or other person exercising rights set forth in subsection 1 at any time, and in any capacity, has used or attempted to use, or uses, attempts or threatens to use, any used information obtained from the corporation pursuant to this section or otherwise for any improper purpose.

If any officer or agent of any corporation keeping [records] books of account and financial statements in this State knowingly and willfully [neglects or] refuses to permit an inspection of [the] such books of account and financial [records] statements upon demand by a person entitled to inspect them, or knowingly and willfully refuses to permit an audit of such books of account and financial statements to be conducted by such a person, as provided in subsection 1, the corporation shall forfeit to the State the sum of $100 for every day of such [neglect or] refusal, and the corporationcorporationof [, officer or agent thereof is jointly and severally] is liable to the person injured for all damages directly resulting to the person [.] from such refusal.

or - 82nd Session (2023) – 13 – (b) Is liable for such costs and fees, if the stockholder does not prevail,  in the action or proceeding.

- *AB126_R1* – 13 – 7.

Except as otherwise provided in this subsection, the provisions of this section do not apply to any corporation that furnishes to its stockholders a detailed, annual financial statement or any corporation that has filed during the preceding 12 months all reports required to be filed pursuant to section 13 or section 15(d) of the Securities Exchange Act, 15 U.S.C.

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 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,incorporation,r or in the certificate of designation establishing the class or series of stock or the provisions of this chapter.

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 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.

- 82nd Session (2023) – 14 – (1) Must be so fixed pursuant to a resolution adopted by the board of directors;

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(b) Only stockholders of record on the resolution.record date are entitled to notice of or to vote at the meeting.

- *AB126_R1* – 14 – (b) Only stockholders of record on the record date are entitled to notice of or to vote at the meeting.

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:

written consent pursuant to NRS 78.320 must be determined (a) No prior action by the board of directors is required by this chapter or chapter 92A of NRS before the matter is submitted for consideration by the stockholders, the date is the first date on which any stockholder delivers to the corporation such consent signed by the stockholder.

[The] Without limiting the provisions of NRS 78.138 or 78.139, the provisions of this section do not restrict the directors of a corporation from taking action not in circumvention or contravention of this title to protect the long-term or short-term interests of the corporation [and its] or the long-term or short-term interests- of82nd theSession corporation’s(2023) stockholders,– including,15 but– not limited to, adopting or signing plans, arrangements or instruments that issue, grant or deny rights [, privileges, power or authority] or options pursuant to NRS 78.200 to a holder or holders of a specified number of shares or percentage of share ownership or voting power [.] , for the purpose or having the effect of granting - *AB126_R1* – 15 – or denying rights, privileges, power or authority to any such holder or holders.

2.adopted by the directors of the issuing corporation may imposen stricter requirements on the acquisition of a controlling interest in the corporation than the provisions of NRS 78.378 to 78.3793, inclusive.

The articles of incorporation, the bylaws or a resolution adopted by the directors of the issuing corporation may impose stricter requirements on the acquisition of a controlling interest in the corporation than the provisions of NRS 78.378 to 78.3793, inclusive.

[The] Without limiting the provisions of NRS 78.138 or 78.139, the provisions of NRS 78.378 to 78.3793, inclusive, do not restrict the directors of an issuing corporation from taking action not in circumvention or contravention of this title to protect the long- term or short-term interests of the corporation [and its] or the long- term or short-term interests of the corporation’s stockholders, including, but not limited to, adopting or signing plans, arrangements or instruments that issue, grant or deny rights [, privileges, power or authority] or options pursuant to NRS 78.200 to a holder or holders of a specified number of shares or percentage of share ownership or voting power [.] , for the purpose of having theauthority effectto ofany grantingsuch holder or denyingholders., rights, privileges, power or authoritySec. to any such holder or holders.

Sec.

- 82nd Session (2023) – 16 – (a) By an acquiring person authorized pursuant to NRS 78.378 to 78.3793, inclusive, to exercise voting rights, to the extent that the new acquisition does not result in the acquiring person obtaining a controlling interest greater than that previously authorized;

or (b) Pursuant(1) to:The laws of descent and distribution;

(1) The laws of descent and distribution;

or - *AB126_R1* – 16 – (4) A merger, exchange, conversion, domestication or reorganization effected in compliance with the provisions of NRS 78.622, 92A.200 to 92A.240, inclusive, or 92A.270 to which the issuing corporation is a party.

(b) If stockholders holding shares in the corporation 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 approved the amendment, an officer of the 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 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- on82nd Session (2023) – 17 – have to be approved by the holders of shares representing a majority of the voting power thereof.of each class or series whose preference or rights are adversely affected by the amendment if the articles of incorporation specifically deny the right to vote on such an amendment.

The amendment does not have to be approved by 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 amendment if the articles of incorporation specifically deny the right to vote on such an amendment.

- *AB126_R1* – 17 – 4.

The [resolution of the stockholders approving the proposed amendment may provide that at any time before the effective date of the amendment, notwithstanding approval of the proposed amendment by the stockholders, the] board of directors may, by resolution, abandon the proposed amendment without further action by the stockholders [.] if the resolution of the stockholders approving the proposed amendment authorizes the board of directors to do so.

If a certificate filed pursuant to subsection 1 specifies a later effective date or time and if [the resolution of the stockholders approving the proposed amendment provides that] the board ofoflders directors [may] is authorized to abandon the proposed amendment pursuant to subsection 5, the 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:

- 82nd Session (2023) – 18 – (c) States that [, pursuant to the resolution of the stockholders,] the board of directors is authorized to terminate the effectiveness of the certificate;

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

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

- *AB126_R1* – 18 – Sec.

If the certificate does not alter or amend the articles, it must be signed by an officer of the corporation and state that the officer has been authorized to sign the certificate by resolution of the board of directors adopted on the date stated, and that the certificate correctly sets forth the text of the articles of incorporation as amendedame3. to the date of the certificate.

3.

Whenever a corporation is required to file a certified copy of its articles, in lieu thereof it may file a certified copy of the most recent- certificate82nd restatingSession its(2023) articles– as19 amended,– subject to the provisions of subsection 2, together with certified copies of allallthe certificates of amendment filed subsequent to the restated articles and certified copies of [all] any effective certificates [supplementary to] of designation or amendments thereto omitted from the [original] restated articles [.] pursuant to subsection 3.

- *AB126_R1* – 19 – Sec.

(a) Which was not, as of the date that the person first becomes an interested stockholder, a publicly traded corporation, unless the corporation’s articles of incorporation provide otherwise.

3.78.139, the provisions of NRS 78.411 to 78.444, inclusive, do not restrict the directors of a resident domestic corporation from taking action not in circumvention or contravention of this title to protect the long-term or short-term interests of the corporation [and its] or the long-term or short-term interests of the corporation’s stockholders, including, without limitation, adopting or signing plans, arrangements or instruments that issue, grant or deny rights [, privileges, power or authority] or options pursuant to NRS 78.200 to a holder or holders of a specified number of shares or percentage - 82nd Session (2023) – 20 – the effect of granting or denying rights, privileges, power orving authority to any such holder or holders.

[The] Without limiting the provisions of NRS 78.138 or 78.139, the provisions of NRS 78.411 to 78.444, inclusive, do not restrict the directors of a resident domestic corporation from taking action not in circumvention or contravention of this title to protect the long-term or short-term interests of the corporation [and its] or the long-term or short-term interests of the corporation’s stockholders, including, without limitation, adopting or signing plans, arrangements or instruments that issue, grant or deny rights [, privileges, power or authority] or options pursuant to NRS 78.200 to a holder or holders of a specified number of shares or percentage of share ownership or voting power [.] , for the purpose or having the effect of granting or denying rights, privileges, power or authority to any such holder or holders.

The combination is approved by a majority of the outstanding voting power of the resident domestic corporation not - *AB126_R1* – 20 – beneficially owned by the interested stockholder or any affiliate or associateass3. of the interested stockholder;

or 3.

(3) Specifies the inaccuracy or defect [;] in the record, including,error withoutin limitation,the iffiling andof the record;and to the extent applicable, the error(4) inSets theforth filing[the inaccurate or defective portion of the record;record in an accurate or corrected form;] such information as is necessary so as to clarify or otherwise remedy the inaccuracy or defect;

(4) Sets forth [the inaccurate or defective portion of the record in an accurate or corrected form;] such information as is necessary so as to clarify or otherwise remedy the inaccuracy or defect;

(b)- Deliver82nd theSession certificate(2023) – 21 – (c) Pay a filing fee of $175 to the Secretary of StateState.or for filing.

(c) Pay a filing fee of $175 to the Secretary of State.

A nonprofit cooperative corporation, a cooperative association, a charitable organization or any other entity formed under the provisions of this chapter may correct a record filed with - *AB126_R1* – 21 – the Secretary of State with respect to the entity if the record contains an inaccurate description of an action or if the record was defectively signed, attested, sealed, verified or acknowledged [.] , including, without limitation, if the record was filed erroneously.

(4) Sets forth [the inaccurate or defective portion of the record in an accurate or corrected form;] such information as is necessary so as to clarify or otherwise remedy the inaccuracy or defect;defect;(5) Is signed by an officer of the entity or, if the certificate is filed before the first meeting of the board of directors, by an incorporator or director, or by some other person specifically authorized by the entity to sign the certificate.

and (5) Is signed by an officer of the entity or, if the certificate is filed before the first meeting of the board of directors, by an incorporator or director, or by some other person specifically authorized by the entity to sign the certificate.

A certificate of correction is effective on the effective date of the record it corrects except as to persons relying on the - 82nd Session (2023) – 22 – uncorrected record and adversely affected by the correction.

If a nonprofit cooperative corporation, a cooperative association, a charitable organization or any other entity formed under the provisions of this chapter has made a filing with the Secretary of State and the Secretary of State has not processed the filing and placed the filing into the public record, the nonprofit cooperative corporation, cooperative association, charitable organization or other entity may cancel the filing by:

- *AB126_R1* – 22 – (1) States the name of the corporation;

(4) Sets forth [the inaccurate or defective portion of the record in an accurate or corrected form;] such information as isise necessary so as to clarify or otherwise remedy the inaccuracy or defect;

If a corporation has made a filing with the Secretary of State and the Secretary of State has not processed the filing and placed the filing- 82nd Session (2023) – 23 – by:ing into the public record, the corporation may cancel the filing by:(a) Filing a statement of cancellation with the Secretary of State;

(a) Filing a statement of cancellation with the Secretary of State;

(3) Specifies the inaccuracy or defect [;] in the record, including, without limitation, if and to the extent applicable, the error in the filing of the record;

(4) Sets forth [the inaccurate or defective portion of the record in an accurate or corrected form;] such information as is - *AB126_R1* – 23 – necessary so as to clarify or otherwise remedy the inaccuracy or defect;

and (5) Is signed by an archbishop, bishop, president, trustee in trust, president of stake, president of congregation, overseer, presiding elder, district superintendent or other presiding officer or member of the clergy of a church, religious society or denomination, who has been chosen, elected or appointed in conformity with the constitution, canons, rites, regulations or discipline of the church, religious society or denomination, and in whom is vested the legal title to the property held for the purpose, use or benefit of the church or religious society or denomination or by some other person specificallyof authorizedcorrection.uthorized by the corporation sole to sign the certificate (b) Deliver the certificate to the Secretary of correction.State for filing.

(b) Deliver the certificate to the Secretary of State for filing.

If a corporation sole has made a filing with the Secretary of State and the Secretary of State has not processed the filing and placed- 82nd Session (2023) – 24 – cancel the filing intoby:o the public record, the corporation sole may cancel(a) Filing a statement of cancellation with the filingSecretary by:of State;

(a) Filing a statement of cancellation with the Secretary of State;

(3) Specifies the inaccuracy or defect [;] in the record, including, without limitation, if and to the extent applicable, the error in the filing of the record;

and - *AB126_R1* – 24 – (5) Is signed by a manager of the company or, if management is not vested in a manager, by a member of the company, or by some other person specifically authorized by the company to sign the certificate.

As to thosetho4. persons, the certificate is effective when filed.

4.peIf a limited-liability company has made a filing with the Secretary of State and the Secretary of State has not processed the filing and placed the filing into the public record, the limited- liability company may cancel the filing by:

If a limited-liability company has made a filing with the Secretary of State and the Secretary of State has not processed the filing and placed the filing into the public record, the limited- liability company may cancel the filing by:

- 82nd Session (2023) – 25 – Sec.

A registered limited-liability partnership may correct a record filed in the Office of the Secretary of State with respect to the registered limited-liability partnership if the record contains an inaccurate description of a partnership action or if the record was defectively signed, attested, sealed, verified ororr if the acknowledged [.] , including, without limitation, if the record was filed erroneously.

-of *AB126_R1*the –record 25it –corrects 3.except as to persons relying on thetive date uncorrected record and adversely affected by the correction.

A certificate of correction is effective on the effective date of the record it corrects except as to persons relying on the uncorrected record and adversely affected by the correction.

A limited partnership or foreign limited partnership may correct a record filed in the Office of the Secretary of State with respect to the limited partnership or foreign limited partnership if the record contains false or erroneous information or if- the82nd recordSession was(2023) defectively– signed,26 attested,– sealed, verified or acknowledged [.] , including, without limitation, if the record was filed erroneously.

and (5) Is signed by a general partner of the limited partnership or foreign limited partnership or by some other person specificallyspecificallyp authorized by the limited partnership or foreign limited partnership to sign the certificate.

and - *AB126_R1* – 26 – (b) As to persons relying on the uncorrected record and adversely affected by the correction.

If a limited partnership or foreign limited partnership has made a filing with the Secretary of State and the Secretary of State has not processed the filing and placed the filing into the public record,cancel the limitedfiling partnershipby:artnership or foreign limited partnership may cancel(a) Filing a statement of cancellation with the filingSecretary by:of State;

(a) Filing a statement of cancellation with the Secretary of State;

A limited partnership may correct a record filed in the Office of the Secretary of State with respect to the limited partnership if the record contains an inaccurate description of a partnership action or if the record was defectively signed, attested, sealed,- verified82nd orSession acknowledged(2023) [.]– ,27 including,– without limitation, if the record was filed erroneously.

, including, without limitation, 2.

(b)(c) DeliverPay thea certificatefiling fee of $175 to the Secretary of StateState.or for filing.

(c) Pay a filing fee of $175 to the Secretary of State.

- *AB126_R1* – 27 – Sec.

A business trust may correct a record filed in the Office of the Secretary of State with respect to the business trust if the record contains an inaccurate description of a trust action or if the record was defectively signed, attested, sealed, verified ororor if acknowledged [.] , including, without limitation, if the record was filed erroneously.

- 82nd Session (2023) – 28 – (3) Specifies the inaccuracy or defect [;] in the record, including, without limitation, if and to the extent applicable, the error in the filing of the record;

(4) Sets forth [the inaccurate or defective portion of the record in an accurate or corrected form;] such information as is necessary so as to clarify or otherwise remedy the inaccuracy or defect;

“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, of 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.

- *AB126_R1* – 28 – 1.

Provide that a stockholder who wishes to assert dissenter’s rights with respect to any class or series of shares must deliver a statement of intent to the subject corporation and set a date by which the subject corporation must receive the statement of intent, which may not be less than 15 days after the date the notice is sent, and state that the stockholder shall be deemed to have waived the right to assert dissenter’s rights with respect to the shares - 82nd Session (2023) – 29 – unless the statement of intent is received by the subject corporation by such specified date;

proposed corporate action creating dissenter’s rights, meansa written notice of a stockholder’s intent to assert dissenter’s rights and demand payment for the stockholder’s shares if the corporate action is effectuated.

27.

“Statement of intent” when used in reference to a proposed corporate action creating dissenter’s rights, means written notice of a stockholder’s intent to assert dissenter’s rights and demand payment for the stockholder’s shares if the corporate action is effectuated.

Sec.

(a) The board of directors must recommend the plan of merger, conversion or exchange to the stockholders, unless the board of directors determines that because of a conflict of interest or other special circumstances it should make no recommendation and it communicates the basis for its determination to the stockholders with the plan;

The - *AB126_R1* – 29 – provisions of this section or this chapter must not be construed to permit a board of directors to submit, or to agree to submit, a plan of merger, conversion or exchange to the stockholders without the recommendation of the board required pursuant to paragraph (a) of subsection 2 unless the board of directors determines that because of a conflict of interest or other special circumstances it should make no recommendation and it communicates the basis for its determination to the stockholders with the plan.

Any agreement of - 82nd Session (2023) – 30 – the board of directors to submit a plan of merger, conversion or exchange to the stockholders notwithstanding an adverse recommendation of the board of directors shall be deemed to be of no force or effect.

4.approved by the written consent of stockholders pursuant tos subsection 7, the domestic corporation must notify each stockholder, whether or not the stockholder is entitled to vote, of the proposed stockholders’ meeting in accordance with NRS 78.370.

Unless the plan of merger, conversion or exchange is approved by the written consent of stockholders pursuant to subsection 7, the domestic corporation must notify each stockholder, whether or not the stockholder is entitled to vote, of the proposed stockholders’ meeting in accordance with NRS 78.370.

Unless otherwise provided in the articles of incorporation or the bylaws of the domestic corporation, the plan of merger, conversionprovided orin exchangeNRS may78.320.may be approved by written consent as provided8. in NRS 78.320.

8.

- *AB126_R1* – 30 – 9.

Unless otherwise provided in the articles of incorporation or bylaws of a domestic corporation, a plan of merger, conversion or exchange may contain a provision that permits amendment of the plan of merger, conversion or exchange at any time after the stockholders of the domestic corporation approve the plan of merger, conversion or exchange, but before the articles of merger, conversion or exchange become effective, without obtaining the - 82nd Session (2023) – 31 – approval of the stockholders of the domestic corporation for the amendment if the amendment does not:

TEXT~~~~~ OF23 REPEALED- SECTIONS82nd 92A.006Session “Advance(2023) notice statement” defined.

“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.

Such notice must:

- *AB126_R1* – 31 – 1.

Be sent not later than 20 days before the effective date of the proposed corporate action;

2.

Identify the proposed corporate action;

3.

Provide that a stockholder who wishes to assert dissenter’s rights with respect to any class or series of shares must deliver a the subject corporation must receive the statement of intent, whichich may not be less than 15 days after the date the notice is sent, and state that the stockholder shall be deemed to have waived the right to assert dissenter’s rights with respect to the shares unless the statement of intent is received by the subject corporation by such specified date;

and 4.

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

intent” when used in reference to a proposed corporate actionment of creating dissenter’s rights, means written notice of a stockholder’s intent to assert dissenter’s rights and demand payment for the stockholder’s shares if the corporate action is effectuated.

H - *AB126_R1*