NEVADA CHAPTER 82 – NONPROFIT CORPORATIONS GENERAL PROVISIONS NRS 82.006 Definitions. As u sed in this chapter, unles s the context otherwise requires, the words and terms defined in NRS 82.011 to 82.041, inclusive, have the meaning s ascribed to them in tho se section s. (Added to NRS by 1991, 1255; A 1999, 1601; 2003, 3121; 2007, 2658; 2011, 2795) NRS 82.011 “Articles of incorporation” and “articles ” defined. “Articles of incorporation” and “articles” are sy nonymous terms and, unles s the context otherwise requires, include all certificates filed pursuant to NRS 82.081, 82.346, 82.356 and 82.371 and any articles of merger filed pursuant to NRS 92A.005 to 92A.260, inclusive. (Added to NRS by 1991, 1255; A 1993, 990; 1995, 2105; 2003, 3121) NRS 82.016 “Corporation” defined. Unles s the context otherwise requires, “corporation” means a corporation organized or governed by this chapter. (Added to NRS by 1991, 1256) NRS 82.021 “Corporation for public benefit” defined. “Corporation for public benefit” is a corporation formed or existing pursuant to this chapter that: 1. Is recognized as exempt under section 501(c)(3) of the Internal Revenue Code in effect on October 1, 1991, future amendment s to that section and the correspondin g provision s of future internal revenue laws; or 2. Is organized for a public or charitable purpo se and which upon dis solution mus t distribute its a s set s to the United State s, a s tate, or a person which is recognized a s exempt under section 501(c)(3) of the Internal Revenue Code as amended. (Added to NRS by 1991, 1256; A 1993, 990) NRS 82.026 “Directors” and “trustees ” defined. “Directors” and “tru stee s” are s yno nymou s terms. (Added to NRS by 1991, 1256) NRS 82.031 “Member” defined. Unles s otherwise provided in the articles or bylaws, the word “member” means, without regard to what a person is called in t he articles or bylaws, any person who on more than one occa sion ha s the right pursuant t o the articles or bylaws to vote for the election of a director or directors. A person is not a member by virtue of any right s he or she has as a delegate or director or any right s he or s he ha s to de signate a director or directors.

(Added to NRS by 1991, 1256) NRS 82.034 “Principal office” defined. “Principal office” ha s the meaning ascribed to it in NRS 78.010. (Added to NRS by 2007, 2658) NRS 82.036 “Receiver” defined. “Receiver” include s receivers and trustee s appointed as provided in this chapter and chapter 32 of NRS. (Added to NRS by 1991, 1256; A 1993, 990) NRS 82.038 “Record” defined. Repealed. (See chapter 455, Statute s of Nevada 2011, at page 2816.) NRS 82.041 “Regi stered office” defined. “Registered office” of a corporation means the office maintained at the street addres s of its registered agent. (Added to NRS by 1991, 1256; A 1993, 990; 1995, 2105; 2007, 2658) NRS 82.061 Election of existing corporation to accept chapter: Filing requirements; contents. 1. A certificate of election to accept this chapter pursuant to NRS 82.056 must be signed by an officer of the corporation and mu st set forth: (a) The name of the corporation. (b) A statement by the corporation that it has elected to accept this chapter an d adopt new articles of incorporation conforming to the provision s of this chapter an d any other statute s pursuant to which the corporation may have been organized. (c) If there are members or stockholders entitled to vote thereon, a statement settin g forth the date of the meeting of the members or stockholders at which the election t o accept this chapter and adopt new articles was made, that a quorum was present at the meeting and that acceptance and adoption was authorized by at least a majority of the vote s which members or stockholders present at the meeting in person or by proxy were entitled to cast. (d) If there are no members or stockholders entitled to vote thereon, a statement of that fact, the date of the meeting of the board of directors at which the election t o 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. (e) A statement that, in addition, the corporation followed the requirement s of the law under which it was organized, its old articles of incorporation and its old bylaws so far as applicable in effecting the acceptance.

(f) A statement that the attached copy of the articles of incorporation of the corporation are the new articles of incorporation of the corporation. (g) If the corporation ha s is sued s hares o f stock, a statement of that fact including the number of shares theretofore authorized, the number issued and out standing an d that upon the effective date of the certificate of acceptance the authority of the corporation to is sue shares of stock is thereby terminated. 2. The certificate so signed must be filed in the Office of the Secretary of State. (Added to NRS by 1991, 1257; A 1993, 990; 1997, 710; 1999, 1601; 2003, 3122) NRS 82.078 Secretary of State authorized to adopt certain regulations to allow corporation to carry out powers and duties through most recent technology. The Secretary of State may adopt regulation s to define, for the purpo se s of certain provision s of this chapter, the terms “meeting,” “writing,” “written” and other terms t o allow a corporation or other entity which is s ubject to the provision s of this chapter t o carry out its powers and duties a s prescribed by this chapter through the u se of the most recent technology available including, without limitation, the u se of electronic communication s, videoconferencing and telecommunication s. (Added to NRS by 2011, 778) FORMATION NRS 82.081 Filing requirements. 1. One or more natural person s may as s o ciate to establish a corporation no part of the income or profit of which is distributable to its members, directors or officers, except as otherwise provided in this chapter, for the tran saction of any lawful bu sines s, or t o promote or conduct any legitimate object or purpo se, pursuant and subject to the requirements of this chapter, by signing and filing in the Office of the Secretary of State articles of incorporation. 2. The Secretary of State s hall require articles of incorporation to be in the form prescribed by NRS 82.086. If any articles are defective in this respect, the Secretary of State shall return them for correction. (Added to NRS by 1991, 1258; A 1999, 1603; 2003, 3123; 2007, 2659) NRS 82.086 Article s of incorporation: Required provisions. The articles of incorporation must set forth: 1. The name of the corporation. A name appearing to be that of a natural person a n d containing a given name or initials must not be u sed a s a corporate name except with an additional word or words such as “Incorporated,” “Inc.,” “Limited,” “Ltd.,” “Company,” “Co.,” “Corporation,” “Corp.,” or other word which identifies it as not being a natural person.

2. The information required pursuant to NRS 77.310. 3. That the corporation is a nonprofit corporation. 4. The nature of the bu sine s s, or objects or purpo se s propo sed to be tran sacted, promoted or carried on by the corporation. It is sufficient to state, either alone or with other purpo se s, that the corporation may engage in any lawful activity, subject t o expres sed limitation s, if any. Such a statement makes all lawful activities within the objects or purpo se s of the corporation. 5. The names and mailing or street addres se s, residence or bu sine s s, of the first board of directors or trustee s, together with any de sired provision s relative to the right to change the number of directors. 6. The names and mailing or street addres s, residence or bu sines s, of each of the incorporators signing the articles of incorporation. (Added to NRS by 1991, 1259; A 1993, 991; 1995, 2105; 1999, 1603; 2003, 3123; 2007, 2659) NRS 82.091 Article s of incorporation: Optional provisions. The articles of incorporation may also contain: 1. Any provision s ubordinating the corporation to the authority of a superior organization or any person, and providing for its dis solution when its charter is s urrendered to, taken away by or revoked by the superior organization or any pers o n granting it. 2. Any provision providing that, upon dis solution of the corporation and th e payment of its debt s and the provision for other matters as required by this chapter, the as set s of the corporation must be distributed to the superior organization or an y person. 3. Any provision allowing members or directors, or clas se s of members or directors, to have more or les s than one vote in any election or any other matter presented to the members or directors for a vote. 4. Any provision allowing or providing for delegates with some or all the authority of members. 5. Any provision, not contrary to the laws of this State, for the management of the bu sine s s and for the conduct of the affairs of the corporation, and any provision creating, defining, limiting or regulating the powers of the corporation or the right s, powers or duties of the directors, members, if any, or delegate s, if any, or any clas s of members, delegate s, or directors, or the holders of bond s or other obligation s of the corporation. (Added to NRS by 1991, 1259) NRS 82.096 Name of corporation: Distinguishable name required; availability of name of revoked, merged or otherwise terminated corporation; regulations.

1. The name propo sed for a corporation must be distinguishable on the record s of the Secretary of State from the names of all other artificial person s formed, organized, registered or qualified pursuant to the provision s of this title that are on file in the Office of the Secretary of State and all names that are reserved in the Office of the Secretary of State pursuant to the provision s of this title. If a propo sed name is not s o distinguishable, the Secretary of State s h all return the articles of incorporation containing it to the incorporator, unles s th e written, acknowledged con sent of the holder of the name on file or reserved name to u se the same name or the reque ste d similar name accompanies the articles of incorporation. 2. For the purpo se s of this section and NRS 82.101, a propo sed name is n o t distinguishable from a name on file or reserved name solely becau se one or the other contains distinctive lettering, a distinctive mark, a trademark or a trade name, or an y combination of the se. 3. The name of a corporation who se charter has been revoked, which ha s merge d and is not the surviving entity or who se existence ha s otherwise terminated is available for use by any other artificial person. 4. The Secretary of State may adopt regulation s that interpret the requirement s of this section. (Added to NRS by 1991, 1259; A 1993, 992; 1997, 2810; 1999, 1604) NRS 82.101 Name of corporation: Reservation; injunctive relief. 1. The Secretary of State, when reque sted to do so, shall reserve, for a period of 90 day s, the right to u se any name available under NRS 82.096 for the u se of any propo s e d corporation. During the period, a name so reserved is not available for use or reservation by any other artificial person forming, organizing, registering or qualifying in the Office of the Secretary of State pursuan t to the provision s of this title without the written, acknowledged con sent of the perso n at who se reque st the reservation wa s made. 2. The u se by any other artificial person of a name in violation of sub section 1 or NRS 82.096 may be enjoined, even if the record under which the artificial person is formed, organized, registered or qualified has been filed by the Secretary of State. (Added to NRS by 1991, 1260; A 1993, 992; 1999, 1604; 2003, 3124) NRS 82.106 Article s of incorporation: Prohibited names and busines se s; certification required before filing of certain article s or amendments. 1. Except as otherwise provided in this s ub section, the Secretary of State shall no t accept for filing pursuant to this chapter any articles of incorporation or any certificate of amendment of articles of incorporation of any corporation formed or existin g pursuant to this chapter if the name of the corporation contains the words “trust,” “engineer,” “engineered,” “engineering,” “profes sional engineer” or “license d

engineer.” The provision s of this sub section concerning the u se of the word “trust” d o not apply to any corporation formed or existing pursuant to this chapter that is doing bu sine s s s olely as a community land trust. 2. The Secretary of State shall not accept for filing pursuant to this chapter an y articles of incorporation or any certificate of amendment of articles of incorporation of any corporation formed or existing pursu ant to this chapter if the name of the corporation contains the words “architect,” “architecture,” “registered architect,” “licensed architect,” “registered interior de signer,” “registered interior design,” “residential designer,” “registered residential de signer,” “licensed residential designer” or “residential design.” 3. The Secretary of State shall not accept for filing any articles of incorporation or any certificate of amendment of articles of incorporation of any corporation formed or existing under this chapter when it appears from the articles or the certificate of amendment that the bu sine s s to be carried on by the corporation is subject t o s upervision by the Commissioner of Insurance. 4. The Secretary of State shall not accept for filing pursuant to this chapter an y articles of incorporation or any certificate of amendment of articles of incorporation of any corporation formed or existing pursu ant to this chapter if the name of the corporation contains the word “accountant,” “accounting,” “accountancy,” “auditor” or “auditing.” 5. The Secretary of State shall not accept for filing any articles of incorporation or any certificate of amendment of articles of incorporation of any corporation formed or existing pursuant to the laws of this State which provides that the name of the corporation contains the words “common-interest community,” “community as s ociation,” “master as s ociation,” “unit-owners’ as s ociation” or “homeowners’ as s ociation” or if it appears in the articles of incorporation or certificate of amendment that the purpo se of the corporation is to operate as a unit-owners’ as s ociation pursuan t to chapter 116 or 116B of NRS unles s the Administrator of the Real Estate Division of the Department of Busines s and Indu stry certifies that the corporation has: (a) Registered with the Ombud sman for Owners in Common-Interest Communitie s and Condominium Hotels pursuant to NRS 116.31158 or 116B.625; and (b) Paid to the Administrator of the Real Estate Division the fees required pursuant to NRS 116.31155 or 116B.620. 6. As u sed in this section: (a) “Community land trust” mean s an organization that: (1) Acquires parcels of land that are: (I) Held in perpetuity; and (II) Primarily for conveyance under long-term ground lease s; (2) Transfers ownership of any structural improvement s located on the lease d parcels to the les see s;

(3) When leasing parcels, retains a s a condition of the lease a right to purcha s e any structural improvement s at a price determined by a formula that is de signed t o en sure that the improvements remain affordable to low- and moderate-income perso n s in perpetuity; and (4) Has its corporate membership open to any adult resident of a particular geographic area that is specified in the bylaws of the organization. (b) “Ground lease” means a lease of land only. (Added to NRS by 1991, 1260; A 1999, 1708; 2003, 20th Special Ses sion, 53; 2005, 2627; 2007, 5, 94, 2283) NRS 82.111 Commencement of corporate existence. 1. Upon the filing of the articles of incorporation pursuant to NRS 82.081 and the payment of the filing fees, the Secretary of State shall iss ue to the corporation a certificate that the articles, containing the required statement of facts, have been filed. Upon the filing of the articles, the corporation is a body corporate, by the name set forth in the articles, subject to the forfeiture of its charter and dis solution as provided in thi s chapter. 2. The filing of the articles doe s not, by its elf, con stitute commencement of bu sine s s by the corporation. (Added to NRS by 1991, 1260; A 2007, 2660) NRS 82.116 Acceptable evidence of incorporation. A copy of any articles of incorporation filed pursuant to this chapter, and certified by the Secretary of State under the official seal of the Secretary of State, must be received in all courts and place s as prima facie evidence of the fact s therein stated and of the existence and due incorporation of the corporation therein named. (Added to NRS by 1991, 1261; A 1993, 993) CORPORATE RECORDS NRS 82.183 Records to be provided to Secretary of State; requirement to assi st in criminal investigation; failure to comply; regulations. 1. Upon the reque st of the Secretary of State, a corporation shall provide t he Secretary of State with the name and contact information of the cu stodian of the members’ ledger or duplicate members’ ledger kept by the corporation at its registered office pursuant to paragraph (c) of sub se ction 1 of NRS 82.181. The information required pursuant to this paragraph shall be kept confidential by the Secretary of State. 2. Upon the reque st of any law enforcement agency in the course of a criminal investigation, the Secretary of State may require a corporation to an swer any interrogatory submitted by the Secretary of State that will as sist in the criminal

investigation. 3. If a corporation fails to comply with any requirement pursuant to sub section 2, the Secretary of State may take any action neces sary, including, without limitation, the s u s pen sion or revocation of the right of the corporation to tran sact bu sine s s in this State. 4. The Secretary of State s hall not reinst ate or revive the right of a corporation t o tran sact bu sine s s in this State that was revoked or su s pended pursuant to su b section 3 unles s: (a) The corporation complies with the requirement s of sub section 2; or (b) The law enforcement agency conducting the inve stigation advise s the Secretary of State to reinstate or revive the right of the corporation to tran sact bu sines s in thi s State. 5. The Secretary of State may adopt regulation s to administer the provision s of thi s section. (Added to NRS by 2007, 1321; A 2009, 1686, 2832) FOREIGN NONPROFIT CORPORATIONS NRS 82.523 Annual li st: Filing requirements; fees; powers and duties of Secretary of State. 1. Each foreign nonprofit corporation doing bu sine s s in this State shall, on or before the last day of the first month after the filing of its application for registration as a foreign nonprofit corporation with the Secretary of State, and annually thereafter on or before the last day of the month in which the anniversary date of its qualification to d o bu sine s s in this State occurs in each year, file with the Secretary of State a list, on a form furnished by the Secretary of State, that contains: (a) The name of the foreign nonprofit corporation; (b) The file number of the foreign nonprofit corporation, if known; (c) The names and titles of the president, the secretary and the treasurer, or the equivalent thereof, and all the directors of the foreign nonprofit corporation; (d) The addres s, either residence or bu sine s s, of the president, secretary an d treasurer, or the equivalent thereof, and each director of the foreign nonprofit corporation; (e) The information required pursuant to NRS 77.310; and (f) The signature of an officer of the foreign nonprofit corporation certifying that the list is true, complete and accurate. 2. Each list filed pursuant to this section must be accompanied by a declaration under penalty of perjury that the foreign nonp rofit corporation: (a) Has complied with the provision s of chapter 76 of NRS; and

(b) Acknowledge s that pursuant to NRS 239.330, it is a category C felony t o knowingly offer any false or forged instrument for filing with the Office of the Secretary of State. 3. Upon filing the initial list and each annu al list pursuant to this section, the foreign nonprofit corporation must pay to the Secretary of State a fee of $25. 4. The Secretary of State shall, 60 day s before the last day for filing each annual list, provide to each foreign nonprofit corporation which is required to comply with the provision s of NRS 82.523 to 82.5239, inclusive, and which ha s not become delinquent, a notice of the fee due pursuant to su b section 3 and a reminder to file the list required pursuant to sub section 1. Failure of any foreign nonprofit corporation to receive a notice doe s not excuse it from the penalty impo sed by the provision s of NRS 82.523 to 82.5239, inclusive. 5. If the list to be filed pursuant to the provision s of sub section 1 is defective or the fee required by su b section 3 is not paid, the Secretary of State may return the list for correction or payment. 6. An annual list for a foreign nonprofit corporation not in default that is received by the Secretary of State more than 90 day s before its due date shall be deemed an amended list for the previou s year and doe s not satisfy the requirements of sub sectio n 1 for the year to which the due date is applicable. (Added to NRS by 2003, 20th Special Ses sion, 50; A 2007, 2664; 2009, 2035, 2833) NRS 82.5231 Certificate of authorization to transact busines s. If a foreign nonprofit corporation ha s filed the initial or annual list in compliance with NRS 82.523 and ha s paid the appropriate fee for the filing, the cancelled check or other proof of payment received by the foreign nonprofit corporation con stitute s a certificate authorizing it to tran sact its bu sine s s within this State until the last day of the month in which the anniversary of its qualification to tran sact bu sine s s occurs in the next s ucceeding calendar year. (Added to NRS by 2003, 20th Special Ses sion, 51) NRS 82.5233 Addres se s of officers required; failure to file. 1. Each list required to be filed under the provision s of NRS 82.523 to 82.5239, inclusive, must, after the name of each officer listed thereon, set forth the addres s, either residence or bu sines s, of each officer. 2. If the addres se s are not stated for each person on any list offered for filing, the Secretary of State may refuse to file the list, and the foreign nonprofit corporation for which the list ha s been offered for filing is su bject to all the provision s of NRS 82.523 to 82.5239, inclusive, relating to failure to file the list within or at the times therein s pecified, unles s a list is sub se quently su bmitted for filing which conforms to the provision s of this section.

(Added to NRS by 2003, 20th Special Ses sion, 51) NRS 82.5234 Penalty for failure to comply with requirements for qualification; enforcement; regulations. 1. Every foreign nonprofit corporation which is doing bu sine s s in this State an d which willfully fails or neglect s to qualify to do bu sine s s in this State in accordance with the laws of this State is subject to a fine of not les s than $1,000 but not more tha n $10,000, to be recovered in a court of competent jurisdiction. 2. Except as otherwise provided in sub section 3, every foreign nonprofit corporatio n which is doing bu sine s s in this State and which fails or neglect s to qualify to d o bu sine s s in this State in accordance with the laws of this State may not commence or maintain any action or proceeding in any court of this State until it has qualified to d o bu sine s s in this State. 3. An action or proceeding may be commenced by such a corporation if an extraordinary remedy available pursuant to chapter 31 of NRS is all or part of the relief s oug ht. Such an action or proceeding must be dismissed without prejudice if the corporation does not qualify to do bu sines s in this State within 45 day s after the action or proceeding is commenced. 4. When the Secretary of State is advised that a foreign nonprofit corporation is s ubject to the fine de scribed in s ub section 1, the Secretary of State may, as soo n a s practicable, instruct the district attorney of the county where the foreign nonprofit corporation ha s its principal place of bu sines s or the Attorney General, or both, to institute proceeding s to recover the fine. If the district attorney or the Attorney General prevails in a proceeding to recover the fine de scribed in su b section 1, the district attorney or the Attorney General is entitled to recover the co st s of the proceeding, including, without limitation, the co st of any inve stigation and reasonable attorney’ s fees. 5. The failure of a foreign nonprofit corporation to qualify to do bu sines s in this State in accordance with the laws of this State doe s not impair the validity of an y contract or act of the corporation, or prevent the corporation from defending any action, s uit or proceeding in any court of this State. 6. The Secretary of State may adopt regulation s to administer the provision s of thi s section. (Added to NRS by 2009, 1685)