- 1. Except as otherwise provided in subsection 5 and unless prohibited or limited by the articles or bylaws, an action that may be taken at a regular or special meeting of members, including the election of directors, may be taken without a meeting if the corporation mails or delivers a written ballot to every member entitled to vote on the matter.
2. A written ballot must:
- (a) Set forth each proposed action or candidate; and
- (b) Provide an opportunity to vote for or against each proposed action.
- 3. Approval by written ballot under this section is valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
4. Solicitations for votes by written ballot must:
- (a) Indicate the number of responses needed to meet the requirement of a quorum;
- (b) State the percentage of approvals necessary to approve each matter other than election of directors; and
- (c) Specify the time by which a ballot must be received by the corporation in order to be counted.
- 5. Except as otherwise provided in the articles or bylaws, a written ballot may not be revoked.
- 6. Nothing in this section shall be construed to restrict the rights of a corporation to act as provided in NRS 82.276.
(Added to NRS by 1991, 1277; A 2003, 3127)