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Ask a Lawyer -- Corporations
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Brought to you by MedLawPlus.com®-- Corporate Bylaws and initial board of directors resolution Price: $14.99 (free trial) |
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Question: Regarding a company that incorporated in the State of Nevada,is an Annual General Meeting required to be held once a year? Also regarding any other meetings by the investors, is it mandatory to be held in Nevada or can it be held in a location of our choosing? Thank you. Response: Must a Nevada corporation have an annual meeting? The directors must be elected annually by the shareholders; however, Nevada law allows the shareholders to act by written consent without a meeting. My reading of the Nevada corporate code is that, unless the corporation's bylaws provide otherwise, the shareholders can elect directors annually through written consent. Portions of pertinent statutes copied below. NRS 78.330 Directors: Election; terms; classification; voting power. 1. Unless elected pursuant to NRS 78.320, or unless the articles of incorporation or the bylaws require more than a plurality of the votes cast, directors of every corporation must be elected at the annual meeting of the stockholders by a plurality of the votes cast at the election. Unless otherwise provided in this chapter or in the bylaws, the board of directors has the authority to set the date, time and place for the annual meeting of the stockholders. NRS 78.320 Stockholders’ meetings: Quorum; consent for actions taken without meeting; participation by telephone or similar method. 2. Unless otherwise provided in the articles of incorporation or the bylaws, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if, before or after the action, a written consent thereto is signed by stockholders holding at least a majority of the voting power, except that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required. Must meetings of shareholders and directors be held within the State of Nevada? No, not unless the bylaws so require. See Nevada R.S. § 78.310. Submitted: 06/26/2008; Robert , Florida Response: 06/28/2008; JJR Add A Comment |
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