Nevada Business Associations; Securities; Commodities

Sec. § 78.370
Notice to stockholders.


If under the provisions of this chapter stockholders are required or authorized to take any action at a meeting, the notice of the meeting must be in writing.


Except in the case of the annual meeting, the notice must state the purpose or purposes for which the meeting is called. In all instances, the notice must state the time when, and the place, which may be within or without this State, where the meeting is to be held, and the means of electronic communications, if any, by which stockholders and proxies shall be deemed to be present in person and vote.


A copy of the notice must be delivered personally, mailed postage prepaid or delivered as provided in NRS 75.150 to each stockholder of record entitled to vote at the meeting not less than 10 nor more than 60 days before the meeting. If mailed, it must be directed to the stockholder at his or her address as it appears upon the records of the corporation. Personal delivery of any such notice to any officer of a corporation or association, to any member of a limited-liability company managed by its members, to any manager of a limited-liability company managed by managers, to any general partner of a partnership or to any trustee of a trust constitutes delivery of the notice to the corporation, association, limited-liability company, partnership or trust.


The articles of incorporation or the bylaws may require that the notice be also published in one or more newspapers.


Notice delivered or mailed to a stockholder in accordance with the provisions of this section and NRS 75.150 and the provisions, if any, of the articles of incorporation or the bylaws is sufficient, and in the event of the transfer of the stockholder’s stock after such delivery or mailing and before the holding of the meeting it is not necessary to deliver or mail notice of the meeting to the transferee.


Unless otherwise provided in the articles of incorporation or the bylaws, if notice is required to be delivered, under any provision of this chapter or the articles of incorporation or bylaws of any corporation, to any stockholder to whom:


Notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting to the stockholder during the period between those two consecutive annual meetings; or


All, and at least two, payments sent by first-class mail of dividends or interest on securities during a 12-month period,
Ê have been mailed addressed to the stockholder at his or her address as shown on the records of the corporation and have been returned undeliverable, the delivery of further notices to the stockholder is not required. Any action or meeting taken or held without notice to such a stockholder has the same effect as if the notice had been delivered. If any such stockholder delivers to the corporation a written notice setting forth his or her current address, the requirement that notice be delivered to the stockholder is reinstated. If the action taken by the corporation is such as to require the filing of a certificate under any of the other sections of this chapter, the certificate need not state that notice was not delivered to persons to whom notice was not required to be delivered pursuant to this subsection. The delivery of further notices to a stockholder is still required for any notice returned as undeliverable if the notice was delivered by electronic transmission.


Unless the articles of incorporation or bylaws otherwise require, and except as otherwise provided in this subsection, if a stockholders’ meeting is adjourned to another date, time or place, notice need not be delivered of the date, time or place of the adjourned meeting if they are announced at the meeting at which the adjournment is taken. If a new record date is fixed for an adjourned or postponed meeting, notice of the adjourned or postponed meeting must be delivered to each stockholder of record as of the new record date.

Last accessed
Feb. 5, 2021