1. No contract or other transaction between a corporation and one or more of its directors or officers, or between a corporation and any corporation, firm or association in which one or more of its directors or officers are directors or officers or are financially interested, is void or voidable solely for this reason or solely because any such director or officer is present at the meeting of the board of directors or a committee thereof which authorizes or approves the contract or transaction, or because the vote or votes of common or interested directors are counted for such purpose, if the circumstances specified in any of the following paragraphs exist:
(a) The fact of the common directorship, office or financial interest is disclosed or known to the board of directors or committee and noted in the minutes, and the board or committee authorizes, approves or ratifies the contract or transaction in good faith by a vote sufficient for the purpose without counting the vote or votes of the common or interested director or directors.
(b) The fact of the common directorship, office or financial interest is disclosed or known to the members, if any, and they approve or ratify the contract or transaction in good faith by a vote sufficient for the purpose. The votes of the common or interested directors or officers must be counted in any such vote of members.
(c) The fact of the common directorship or financial interest is not disclosed or known to the director or officer at the time the transaction is brought before the board of directors of the corporation for action.
(d) The contract or transaction is fair as to the corporation at the time it is authorized or approved.
2. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or a committee thereof which authorizes, approves or ratifies a contract or transaction, and if the votes of the common or interested directors are not counted at the meeting, then a majority of the disinterested directors may authorize, approve or ratify a contract or transaction.
3. Unless otherwise provided in the articles or the bylaws, the board of directors may fix the compensation of directors for services in any capacity.
(Added to NRS by 1991, 1269; A 1993, 998, 999)
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.