NRS 82.063 Election of board of directors of expired corporation to accept chapter: Eligibility; procedure; date of corporate existence.
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NRS 82.063 Election of board of directors of expired corporation to accept chapter: Eligibility; procedure; date of corporate existence.
1. The board of directors of a corporation without shares of stock which was organized before October 1, 1991, pursuant to any provision of chapter 81 of NRS or a predecessor statute and whose permissible term of existence as stated in the articles of incorporation has expired, may, within 10 years after the date of the expiration of its existence, elect to revive its charter and accept this chapter by adopting a resolution reviving the expired charter and adopting new articles of incorporation conforming to this chapter and any other statutes pursuant to which the corporation may have been organized.
The new articles of incorporation need not contain the names, addresses, signatures or acknowledgments of the incorporators.
2. A certificate of election to accept this chapter pursuant to this section must be signed by an officer of the corporation and must set forth:
(a)The name of the corporation.
(b)A statement by the corporation that it has elected to accept this chapter and adopt new articles of incorporation conforming to the provisions of this chapter and any other statutes pursuant to which the corporation may have been organized.
(c)A statement by the corporation that since the expiration of its charter it has remained organized and continued to carry on the activities for which it was formed and authorized by its original articles of incorporation and amendments thereto, and desires to continue through revival its existence pursuant to and subject to the provisions of this chapter.
(d)A statement that the attached copy of the articles of incorporation of the corporation are the new articles of incorporation of the corporation.
(e)A statement setting forth the date of the meeting of the board of directors at which the election to accept and adopt was made, that a quorum was present at the meeting and that the acceptance and adoption were authorized by a majority vote of the directors present at the meeting.
(f)The information required pursuant to NRS 77.310 .
3. The certificate so signed must be filed in the Office of the Secretary of State.
4. The new articles of incorporation become effective on the date of filing the certificate. The corporation’s existence continues from the date of expiration of the original term, with all the corporation’s rights, franchises, privileges and immunities and subject to all its existing and preexisting debts, duties and liabilities.