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.
(Added to NRS by 1997, 709; A 1999, 607, 1602; 2003, 3122; 2007, 2658)
Structure Nevada Revised Statutes
Chapter 82 - Nonprofit Corporations
NRS 82.011 - "Articles of incorporation" and "articles" defined.
NRS 82.016 - "Corporation" defined.
NRS 82.021 - "Corporation for public benefit" defined.
NRS 82.026 - "Directors" and "trustees" defined.
NRS 82.031 - "Member" defined.
NRS 82.034 - "Principal office" defined.
NRS 82.036 - "Receiver" defined.
NRS 82.041 - "Registered office" defined.
NRS 82.046 - Construction of chapter.
NRS 82.056 - Election of existing corporation to accept chapter: Eligibility; procedure.
NRS 82.061 - Election of existing corporation to accept chapter: Filing requirements; contents.
NRS 82.066 - Election of existing and expired corporation to accept chapter: Effect.
NRS 82.071 - Limitations on eligibility to organize under chapter.
NRS 82.076 - Effect of amendment or repeal of chapter; chapter is part of corporation’s charter.
NRS 82.086 - Articles of incorporation: Required provisions.
NRS 82.091 - Articles of incorporation: Optional provisions.
NRS 82.101 - Name of corporation: Reservation; injunctive relief.
NRS 82.111 - Commencement of corporate existence.
NRS 82.116 - Acceptable evidence of incorporation.
NRS 82.126 - Adoption and use of corporate seal or stamp.
NRS 82.136 - Restrictions: Issuance of stock; pecuniary gain of members; distributions.
NRS 82.196 - Board of directors or trustees: Number and qualifications of members.
NRS 82.201 - Board of directors or trustees: General powers.
NRS 82.206 - Committees of board of directors: Designation; powers; names; membership.
NRS 82.211 - Officers of corporation: Selection; terms; duties.
NRS 82.216 - Authority of directors and representatives of corporation.
NRS 82.236 - Transfer of membership.
NRS 82.241 - Personal liability of members; imposition of dues, assessments or fees.
NRS 82.251 - Expulsion of member; suspension or termination of membership.
NRS 82.256 - Purchase of membership by corporation.
NRS 82.266 - Place of members’, delegates’ and directors’ meetings.
NRS 82.276 - Consent of members in lieu of meeting; alternative means for participating at meeting.
NRS 82.281 - Actions at meetings not regularly called: Consent, ratification and approval.
NRS 82.286 - Election of directors and delegates; classification of directors.
NRS 82.291 - Meetings of members or delegates: Quorum.
NRS 82.296 - Directors: Removal; filling of vacancies.
NRS 82.301 - Effect of failure to elect director on designated day.
NRS 82.306 - Election of directors by order of court upon failure of regular election.
NRS 82.311 - Provisional director: Appointment; qualifications; rights and powers; removal.
NRS 82.321 - Members’ proxies.
NRS 82.326 - Action of members by written ballot in lieu of meeting.
NRS 82.331 - Cumulative voting.
NRS 82.336 - Delegates and members: Special meetings; notices.
NRS 82.341 - Waiver of notice.
NRS 82.346 - Amendment of articles before first meeting of directors.
NRS 82.351 - Amendment of articles: Scope of amendments.
NRS 82.356 - Amendment of articles: Procedure.
NRS 82.371 - Restatement of articles.
NRS 82.436 - Sale, lease or exchange of assets: Authority; procedure.
NRS 82.446 - Voluntary dissolution at request of members.
NRS 82.461 - Dissolved corporations: Duties of person appointed or authorized to act in liquidation.
NRS 82.466 - Reorganization under federal law.
NRS 82.476 - Receivers or trustees for insolvent corporations: Appointment; powers and duties.
NRS 82.481 - Authority of court to reconvey property back to or dissolve corporation.
NRS 82.486 - Involuntary dissolution: Authority and grounds for application.
NRS 82.496 - Involuntary dissolution: General powers of court.
NRS 82.501 - Limitation on time for creditors’ claims; notice to creditors.
NRS 82.506 - Presentation of creditors’ claims; examination of creditors and witnesses.
NRS 82.511 - Abatement of actions against receivers.
NRS 82.516 - Payment of creditors and distribution of surplus.
NRS 82.521 - Employees’ liens for wages.
NRS 82.5231 - Certificate of authorization to transact business.
NRS 82.5233 - Addresses of officers required; failure to file.
NRS 82.5236 - Defaulting corporations: Duties of Secretary of State.
NRS 82.5237 - Defaulting corporations: Conditions and procedure for reinstatement.
NRS 82.5239 - Defaulting corporations: Reinstatement or revival under old or new name; regulations.
NRS 82.525 - Form required for filing of records.
NRS 82.526 - Corporate records: Microfilming; imaging; return.
NRS 82.528 - Filing of records written in language other than English.
NRS 82.536 - Attorney General: Examination of corporate affairs; powers of enforcement.
NRS 82.546 - Renewal or revival of charter: Procedure; fee; certificate as evidence.