82.326  Action of members by written ballot in lieu of meeting.

1.  Except as otherwise provided in subsection 5 and unless prohibited or limited by the articles or bylaws, an action that may be taken at a regular or special meeting of members, including the election of directors, may be taken without a meeting if the corporation mails or delivers a written ballot to every member entitled to vote on the matter.

2.  A written ballot must:

(a) Set forth each proposed action or candidate; and

(b) Provide an opportunity to vote for or against each proposed action.

3.  Approval by written ballot under this section is valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

4.  Solicitations for votes by written ballot must:

(a) Indicate the number of responses needed to meet the requirement of a quorum;

(b) State the percentage of approvals necessary to approve each matter other than election of directors; and

(c) Specify the time by which a ballot must be received by the corporation in order to be counted.

5.  Except as otherwise provided in the articles or bylaws, a written ballot may not be revoked.

6.  Nothing in this section shall be construed to restrict the rights of a corporation to act as provided in NRS 82.276.

(Added to NRS by 1991, 1277; A 2003, 3127)