LVMA Bylaws

Las Vegas Marching Arts, Inc.

Bylaws for Las Vegas Marching Arts, Inc. EIN#87-0810031
Nevada Corp #E0835902007-8

Table of Contents

Name, Purpose, Organization, Status, Governance.

Section 1.01 Name.

Section 1.02 Purpose:

Section 1.01 Organization, non-profit, exempt, and charitable status

Section 1.02 Governance:

Section 1.03 Fiscal Year , Accounting Method and Construction:

Article II. Membership.

Section 2.01 Membership.

Section 2.02 Honorary Memberships.

Section 2.03 No Voting Power for “Honorary Members”.

Article III. Meetings

Section 3.01 Annual Meeting and Election of Officers

Section 3.02 Quarterly Meetings.

Section 3.03 Special Meetings.

Section 3.04 Notice.

Section 3.05 Waiver of notice.

Article IV. Board of Directors, Board of Trustees

Section 4.01 Board of Trustees.

Section 4.02 Board of Directors Role, Size, Compensation. Board Role, Size, Compensation.

Section 4.03 Conflict of interests.

Section 4.04 Status as Employees.

Section 4.05 Chairman of the Board.

Section 4.06 Responsibilities Duties and Powers

Section 4.07 Delegation of Day to Day operations

Section 4.08 Nominations and Elections and Voting.

Section 4.09 Actions without a meeting.

Section 4.10 Terms of Office.

Section 4.11 Quorum.

Section 4.12 Notice.

Section 4.13 Vacancies.

Section 4.14 Resignation, Termination and Absences.

Article V. Officers

Section 5.01 Number of officers, compensation.

Section 5.02 Duties of ALL officers.

Section 5.03 President

Section 5.04 Vice President

Section 5.05 Secretary.

Section 5.06 Treasurer

Section 5.07 Other Officers

Section 5.08 Executive Director

Section 5.09 Committees – Board Advisory.

Section 5.10 Committees – Management

Article VI. Committees

Section 6.01 Types of Committees, and Committee Presidents

Section 6.02 Anticipated Conflicts

Section 6.03 Executive Committee.

Section 6.04 Finance Committee.

Section 6.05 Other Volunteers.

Article VII. Rules and Policy.

Section 7.01 Rules.

Section 7.02 Policy.

Article VIII. Amendments

Section 8.01 Section 1: Amendment by 2/3 Majority.

Article IX. Certification.

a. Appendix A Nevada Chapter 82 Nonprofit Corporations Statute.

b. Appendix B § 501 Exemption from tax on corporations, certain trusts, etc.

c. Appendix C § 170. Deductibility of Charitable Gifts.

d. Appendix D Nevada Attorney General Guide to Non Profits

Foreword

What are Bylaws?
These Bylaws comprise a key component of the governing documents of Las Vegas Marching Arts, Inc (“LVMA”). They have been adopted by the Board of Directors to shape the direction, policy and rulemaking at LVMA, clarify relationships, and delineate responsibility, duty, and power appropriately within the organization. Many people, including those serving as directors are confused about the concept of power, rules, authority, titles, officers, directors, and other forms of governance. At times boards of directors devolve into petty squabbling for want of a clear delineation of responsibility, and power, and an understanding of where it emanates from.

What is the purpose of this Foreword?

Since the Directors, Officers, and other interested parties of LVMA, are not generally trained in corporate governance, this forward explains briefly how the process works, where the power and structure emanate from, and how to read the various organizing documents, laws, and how to interact with them effectively as Director, Officer, manager, employee, donor, member, or member of the general public.

What authority does the foreword have?

This foreword, although embodied within the Bylaws of Las Vegas Marching Arts, Inc., has no power in and of itself, as do the footnotes scattered throughout the document. This foreword, or the footnotes may be amended without a vote, at any time by the President, or designee, to further clarify, explain, or interpret the concepts provided herein. The true authority and power is embodied within the Bylaws proper, and any interpretation, or comment appearing in this foreword, or subsequent footnote shall be deemed omitted if conflicting with the Bylaws themselves.

Brief History, and the concept of “Rights”
One of the rights of a competent individual, having an age of majority, in our democratic western society, and more particularly in the United States of America is the right to contract. That right, or power emanates from an idea that each person contains within themselves, if not the divinity itself, then certainly so called “unalienable rights”, with which they are “endowed by their Creator”. This thought, borrowed and modified a bit from the English liberal philosopher, John Locke was presented in the Declaration of Independence. Another right is the right to associate. From these rights have evolved a constitution, giving up some of these rights to a Federal Government, and reserving others to the States, and individuals in a Bill of Rights. The Federal Constitution then, is the derived power from a group of individuals, for the purpose of governance of the people, and its institutions.

The Constitution of the United States of America provided a method for States to become members of the Federal Union, and a number of forms were tried and failed, including a confederation of States. Nevertheless, each state now has codified a process by which freemen (includes women today) can associate. The method is called “incorporation”. The word, itself connotes a “birth” of sort, creating a corpus, or body that did not exist before. The process by which that is done is to file Articles of Incorporation with the State. The documents are called differently in different states, but are essentially the same idea. They may be referred to as “Articles of Incorporation”, “Articles of Incorporation”, “Articles of Association” or other similar names. In Nevada, they are called “Articles of Incorporation”.

Articles of Incorporation
These “Articles” are a document filed by a group of persons (called “incorporators”), utilizing their “right to contract”, and their “right to associate”, and the statute^[1] that enables that in Nevada is defined in NRS Chap 82^[2]. These “Articles”, basically represent the birth certificate for LVMA to exist. They outline certain duties, and responsibilities, and ensure that the directors will comply with the laws, which among other things provide for situations of “What happens to the assets of LVMA if we were to go out of business?”, and “How do we keep our tax exempt status in force?” The Directors have adopted the Articles with an eye toward minimal restriction on the Directors, except what is required by law. The Articles, then are the first governing document for LVMA, and should be read carefully by all directors, officers, and management employees. The Articles are a public document, and is available for anyone to read.^[3]

Public company
LVMA is called a “Public Charity”. Not a “Private Charity” (also known as “Private Foundation”. This has been accomplished by filing an application with the Federal Government, the Internal Revenue Service (IRS). As a result, LVMA has additional restrictions put on it, to ensure that the Directors, Officers, and management exercise certain duties and responsibilities consistent with their management of a “Public Charity”, capable of receiving tax free donations, and granting tax deductible benefits to its donors.

Bylaws
Bylaws serve as the rules of operation for LVMA. They spell out LVMA’s structure and its decision-making processes. The “Articles” are filed with the Town of Sanbornton, and the State of Nevada, and therefore represent a “formal declaration” to the outside world. The By laws, are more internal in nature. The Articles tend to be broad, and only include statutory required clauses. The Bylaws, although still a “public document” and within the review scope by the general public, are not “filed” documents, are much more descriptive, and may be amended more easily by the Board, than the Articles.

The Bylaws perform two important functions:
    1) They establish the structure of the organization by specifying who can participate, and how. It defines the
         method of selection and the process by which change can be made.
     2) They determines the rights and duties, and responsibilities of participants. by specifying the operating
          rules to assure the rights of Directors and Officers to proper notice and procedures.

The Directors should make a periodic review of the bylaws to insure that they reflect changes in governing laws of the state as well as the evolving changes occurring elsewhere with directors, management, employees, residents, the donor base and the general public.

LVMA has been conceived as an organization that will live hopefully, for many years. During that time Directors and Officers will come and go. The Bylaws provide an agreed upon set of rules, set out in writing and readily available to the Directors and Officers. Unless set out in detail, the system of governance is either invisible and unclear, or becomes known only to those now serving in official capacities and disappears when they leave. Decisions at the Board level can sometimes be contentious. Without a set of rules established in advance, it can be difficult to establish rules for resolving issues once differences have arisen. Bylaws also can serve as an educational tool to inform Directors, and Officers, but also donors, residents, and employees about governance at LVMA, and prepare interested parties to serve as Directors or Officers at LVMA.

Duties of Board Members

In the Bylaws proper, you will see “Duty of Loyalty”, “Duty of Care” . “Fiduciary Duty” listed among others. The following was excerpted from the Nevada Attorney General Guide to Non Profits. which you are expected to be familiar with, as it tells you exactly what your duties of care, obedience, loyalty arr.. See Appendix D for the text of the Attorney General’s Guide.;

If you serve as a member of the governing board of a charitable organization in the State of Nevada, you have definite legal duties and responsibilities for the management and oversight of that charitable organization. Nevada law imposes upon you a number of duties, including

(a) the duty of loyalty and

(b) the duty of care.

Although board members do not manage the day-to-day activities of the charitable entity, board members do act as stewards of their charitable entity and have fiduciary duties. Briefly, board members must act in good faith and in the best interests of your organization. The duty of loyalty means that you must act with undivided loyalty and in the best interests of the charity and not seek to derive private gain from the business transactions of the nonprofit that you serve. In the event that you have a conflict-of-interest between the best interests of the charity and your own interests, you must comply with Nevada law in resolving this conflict. Acts of self-dealing are a breach of the fiduciary duty that you owe the nonprofit entity. The duty of care means that you must act reasonably, as a prudent person in similar circumstances would, that you are familiar with the charity’s activities and financial condition, and that you participate regularly in board meetings. It means that you act in good faith and make informed decisions. It is the job of the governing board to oversee the work of the executive director or the chief executive officer of the charity and to see that the charity is faithfully carrying out its charitable purpose without extravagance or waste.

So, to summarize the duties:

Duty of loyalty encompasses

Undivided loyalty in the best interests of LVMA

Not seeking to derive personal or private gain

Must resolve conflicts of interest

Fiduciary Duty

No acts of self Dealing

Duty of Obedience (to the law)

No illegal acts

Duty of care encompasses.

Must act reasonably, as a prudent person in similar circumstances

Must be familiar with the activities, and financial condition

Must participate regularly in board meetings

Must act in good faith

Must make informed decisions

Must oversee the work of the Management to be sure the purpose is served

without extravagance or waste

Must be active in board discussions

In practice, this means:

v You should attend board meetings and meetings of committees on which you serve. You should make certain that you receive detailed information beforehand about matters that are going to be discussed and voted on at a meeting, especially the financial reports and financial statements of the charity.

v You should carefully read all the material that you receive and prepare yourself to ask questions. You must have knowledge of how the organization is functioning and about the specific purposes and mission of the charity. You should be informed about every major action that the charity takes.

v You should use your own judgment in voting and not simply follow the lead of the executive director, chairperson of the board or fellow board members. A responsible board member will ask about the reasons for a particular action being recommended and will ask about the consequences such action will bring.

v You should participate in strategic planning activities that assess and plan for the charity’s future. You should ask about the status of the charity’s internal controls and about written policies and procedures that safeguard and protect the charity from error, fraud and embezzlement.

v You should inquire about whether the charity has a directors and officers liability policy and whether the charity indemnifies its directors and officers from liability.

v You should review copies of any board or committee minutes to make certain that the meetings were properly recorded. You should also make certain that your votes were properly recorded. If there are errors in the minutes, you should ask for clarifications or changes.

v You should make certain that the annual information filing for the IRS Form 990 (or 990PF or 990EZ) is properly and timely filed with both the Internal Revenue Service and the NV Attorney General’s Office if required, as well as all other filings that must be made.

Article I. Name, Purpose, Organization, Status, Governance

Section 1.01 Name

The name of the organization shall be Las Vegas Marching Arts, Inc. (“LVMA”)

Section 1.02 Purpose:

1. Provide a program for youth in music and performance training primarily in the Southern Nevada region in music performance, percussion, precision, marching, performance arts and pageantry with a positive environment that emphasizes character and social development, leadership, self-discipline, and the pursuit of excellence.

2. Provide opportunities to compete in local, regional, national, and international presentation venues, and to appropriately represent Las Vegas, Southern Nevada, Nevada, the United States of America, and the drum and bugle corps worldwide..

3. Provide opportunity for competition in local, regional and national presentation venues, including touring.

4. Inculcate values of music skill acquisition, teamwork, cooperation, precision, self-respect, respect for others, discipline, and personal and group excellence.

5. Provide opportunity to demonstrate these skills and values through competitive and non-competitive display pageants.

6. Provide education for junior youth in basic musical skill acquisition.

7. Provide a senior drum and bugle corps for continuing participation later in life.

8. Provide parade pageantry to other organizations.

9. Provide scholarship programs for those who lack the means to otherwise participate

10. Stimulate interest in the study and teaching of music and the arts

11. In addition to the above purposes, the board of directors may, at their discretion, engage in any lawful activity permitted by statute, provided that the activity does not cause the corporation to be disqualified as a public charity under IRS section 501(c)(3).

Section 1.01 Organization, non-profit, exempt, and charitable status

LVMA is organized exclusively for charitable purposes, having been created as a charitable corporation under Nevada Revised Statutes Chapter 82, (“the Statute”) by filing Articles of Incorporation with the State of Nevada, enabling its operations. LVMA is further as a public charity by the Internal Revenue Service (IRS) under the meaning encapsulated within the IRS Statute §501(c)(3). It is possible that at some time, LVMA could be classified as a private foundation, by statute or election, in which case, certain rules on self-dealing, and other provisions and restrictions on private foundations have been adopted in the Articles of Incorporation in accordance with default provisions in the Statute.

Section 1.02 Governance:

LVMA is governed by a Board of Directors (“Board”), who collectively represent the voting power, and officers, entrusted with the executive power of LVMA, whose duties, obligations, rights, powers and responsibilities are set forth below. In the appropriate Articles of these Bylaws The Board of Directors is free to direct, but is in turn guided by its governing documents (Collectively the “Governing Documents” which are, in order of authority:

12. State Statute (“Chapter 82)”

13. Articles of Incorporation (“Articles)”

14. Bylaws (this document)

15. Rules and Regulations (“Rules”)

16. Policies (“Policy”)

Provisions are made, within these Bylaws for the amendment of any of these governing documents (not including the Stature).

Section 1.03 Fiscal Year , Accounting Method and Construction:

1. The fiscal year shall be the calendar year.

2. The accounting method shall be the accrual method of accounting, except where the cash method of accounting is required by statute.

3. Although, according to statute, LVMA may be entitled to reporting and filing exemptions, based on its size, LVMA shall annually prepare external financial statements and tax returns in accordance with generally accepted accounting principles, and these statements shall be made available to the general public.

4. Pronouns or language indicating one gender shall refer equally to persons of the opposite gender, in this and all documents of LVMA.

5. The President shall have the right and duty to change or amend any forewords, preambles, headers, footers, and footnotes (collectively, “Clarifying Language”) in this document without a vote. Notice should be given to Board members of any changes therein. Any such Clarifying Language exists in the document solely for interpretation, and guidance, and carries no force or authority, and is not deemed part of these Bylaws.

Article II. Membership

Section 2.01 Membership.

Chapter 82 defines “members” thusly:

NRS 82.031 “Member” defined. Unless otherwise provided in the articles or bylaws, the word “member” means, without regard to what a person is called in the articles or bylaws, any person who on more than one occasion has the right pursuant to the articles or bylaws to vote for the election of a director or directors. A person is not a member by virtue of any rights he has as a delegate or director or any rights he has to designate a director or directors.

To remove any ambiguity, the only “members” in the corporation are the “members” of the board of directors, and those directors alone shall have the power to vote.

Section 2.02 Honorary Memberships.

The Board, or its committees may from time to time create honorary “so-called“ memberships to LVMA, which may vary in type or degree, to further LVMA’s interests, for example to attract like-minded individuals who care about LVMA, its mission, and its future, to become a candidate for officer or director, to volunteer, or contribute financially. Such memberships should clearly distinguish themselves by additional prefacing language. Example: “Marching Member”, “Booster Club member”, and the like.

Section 2.03 No Voting Power for “Honorary Members”.

Nothing in this article shall be construed to confer any special benefit, nor require the payment of any dues, nor confer upon any such “honorary memberships” any power to vote, influence, or otherwise control, direct, or manage the affairs of LVMA. The sole voting power of LVMA rests with its Board, and executive power rests with its Officers as described more fully in Article IV “Board of Directors”, and Article V. “Officers” below.

Article III. Meetings

Section 3.01 Annual Meeting and Election of Officers

The date of the regular annual meeting shall be set by the Board who shall also set the time and place. The annual meeting will be the meeting at which nominations are heard, and elections conducted for Directors and Officers. No other business may be conducted at this annual meeting.

Section 3.02 Quarterly Meetings.

The Board shall meet at least 4 times per year at an agreed upon time and place. For purposes of convenience, the final quarterly meeting may convene on the same day as the annual meeting, immediately following the annual meeting to transact new business with the directors just elected at the Annual Meeting.

Section 3.03 Special Meetings.

Special meetings of the Board shall be called upon the request of the President or one-third of the Board

Section 3.04 Notice.

Notice of special meetings shall be sent out by the Secretary to each Board member postmarked 10 days in advance.

Section 3.05 Waiver of notice

The Secretary may receive written waivers to the 10 day notice rule, that permit authorized Special Meetings to occur on a more speedy manner. Providing that there are no Rules or Policy to the contrary, oral waivers shall not be effective.

Article IV. Board of Directors, Board of Trustees

Section 4.01 Board of Trustees.

1. Trustees may not vote and are not members of the corporation, and are appointed, not elected. Directors are the only voting members in the corporation, and are elected, not appointed^[4]. These are the sole differentiating factors.

2. Trustees are be appointed by a simple majority of the Board of Directors

3. Trustees terms shall be for a period of one year.

4. Trustees may be appointed to successive terms without limit.

5. The purpose of Trustees is to provide a stepping stone to Directorship.

6. When the board wants to attract someone close to themselves, they first may appoint the candidate to a Trustee position. The trustee is expected to attend board meetings, enter into discussions, serve on committees exactly as a board member with the distinction that the trustee may not vote on any vote required of a Director. During this time period, the trustee can see the inner workings of the leadership, and the directors can assess the degree of concern, wisdom, and leadership the trustee offers.

7. If a trustee is a committee member, they may, and are expected to vote as a member of that committee.

8. The number of trustees is not limited in these bylaws, but should be sufficient to provide a robust nomination pool of directors who have demonstrated their loyalty, care, and dedication throughout their tenure as Trustee.

9. It is anticipated, and expected that most nominations for Director will be sourced primarily from the Trustee pool, as the trustees are expected to become very knowledgeable in the affairs of the organization prior to being selected for leadership positions.

10. The aggregate trustees shall be known as the “Board of Trustees”. There shall be no formal presiding chairman of Trustees, unless provided for in the rules.

11. All Trustees shall be organized by the Chairman of the Board of Directors.

12. The sole distinction between a trustee and a director is the ability to vote as a director. In all other regards, both internally, and externally to the organization, it is the intent of LVMA that the Trustees shall be deemed to have the entire scope of a Director, and shall have the duties and responsibilities as a director. When any section of these bylaws shall refer to “Director”, “Trustee” shall be substitutable therein, except where such substitution would conflict with the intent of this section.

Section 4.02 Board of Directors Role, Size, Compensation. Board Role, Size, Compensation

1. Directors are expected to actively participate in committee assignments, attend all meetings, and act as a communication link with those interested in the affairs of the Corporation.

2. The Directors shall have the responsibility of leadership development for the corporation, and for fostering and utilizing the talents of its trustees and members.

3. Directors are expected to participate first and foremost in the fund-raising activities^[5] of the corporation, recognizing that the chief duty of a director is fund-raising, to be sure of the financial well being of the organization, and the secondary duty is that of setting policy.

4. Directors are hereby counseled that the carrying of significant debt in a non-profit corporation is generally not considered sound governance, and that only in unusual circumstances shall the encumbrance of the corporation to significant debt be considered^[6].

5. In the interest of encouraging diversity of discussion, connection with the public, and public confidence, the board of directors of LVMA shall have at least 5 voting members^[7], who are not of the same immediate family or related by blood or marriage.

6. Although the Statute, and the Articles require only one Director, these Bylaws of LVMA shall hereby establish a required minimum of five Directors, and a maximum of 15 directors.

7. No member of the Board shall receive any compensation, in their capacity as Director, however Directors may receive reimbursement for reasonable expenses.

8. Directors may be compensated for services to LVMA, if they render that service in another capacity other than Director.

9. Whether those services are provided as an employee or as an independent contractor, the contract and terms of employment are not covered herein, but disclosure must be publicly made of the amount of salary, wages, compensation, and benefits paid, and is reported to the IRS, per statute. Furthermore, other laws and ordinances may require publishing of name, proposed salary and benefits in a local newspaper.

10. In general, these Bylaws would prefer that Directors not be employees of the corporation, but permission to permit such arrangement shall be relegated to the Rules, and Policy, and not reserved herein.

11. In any event, should a Director or Officer, be so employed, they shall not claim, nor be provided with any preferential treatment in any benefit, monetary or otherwise, solely by their current or prior service as Director or Officer.

Section 4.03 Conflict of interests.

1. The IRS requires and the Nevada Attorney General requires that LVMA must have a conflict of interest policy on hand, and that every Director and Officer of LVMA must sign and disclose any conflicts, and be aware of situations that cause conflicts to arise. Accordingly LVMA has implemented a conflict of interest policy which comprises a separate document. Officers and Directors will be expected to comply with the statutes that are now in force, or are amended covering this issue.

Section 4.04 Status as Employees.

1. Directors are not “Employees” of LVMA. They are not compensated, and have no executive power, and receive no benefit, or participation in any employee benefits programs that may be in force from time to time at LVMA, nor do they generally perform regular day to day duties, in their capacity as Director.

2. Officers, however are statutorily considered to be employees of LVMA, and as such are subject to “Worker Compensation” insurance rules. Depending on the compensation, and amount of time spent, LVMA may have a worker compensation exposure. The Board shall make rules governing the participation in “Worker Compensation Insurance” by its officers at LVMA, to minimize any exposure LVMA might have under the statute.

Section 4.05 Chairman of the Board

1. The Chairman of the Board (Chairman), is a director who is elected by simple majority of the directors to preside over the Board. The chairman officiates the meetings of the Board of Directors.

2. The Chairman’s duty, then, is to officiate over the process of the running of the meetings of the Board, determining who is in order, and making sure that the business is conducted properly, and in proper legal form.

3. The Chairman may delegate the duties of Chairman to another board member at any time.

4. If the Chairman has not delegated the duties of Chairman to another member, and is unable to fulfill the duties of the Chairman, then the succession shall be, in order, Vice President, Secretary, Treasurer, provided that the officers named herein are directors, then any other director, as may be selected by the majority of Directors presently comprising a quorum.

5. Only a director of LVMA may exercise the duties of Chairman.

6. No employee, or contractor of LVMA shall exercise the duties of Chairman of the Board, or shall be permitted to preside over the Board at any time.

Section 4.06 Responsibilities Duties and Powers

Directors owe the following duties to LVMA

1. Duty of Care^[8]

2. Duty of Loyalty

3. Fiduciary Duty

4. Duty of Obedience

Directors individually, and The Board collectively is responsible for

1. Direct all aspects of the organization

2. Review, amend, modify, ratify, and authorize changes in the Governing Documents as required.

3. Nomination and election of directors

4. Nomination and election of officers, both statutory, and otherwise, who may be directors

5. Overall direction of the affairs of LVMA

6. Make Rules governing the Board’s actions (Directorial Rulemaking)^[9]

7. Make Policy shaping the Board’s actions (Directorial Policy making)^[10]

Section 4.07 Delegation of Day to Day operations

Inasmuch as the Board is comprised of volunteers who may have other full time commitments, the task of directing the activities of LVMA shall be delegated to an executive committee, which is comprised of members as more fully described below in Section 7.03 Executive Committee.

Section 4.08 Nominations and Elections and Voting.

1. Election of new directors or election of current directors to a second or subsequent term will occur as the first item of business at the annual meeting of LVMA. The invested Chairman of the Board shall preside.

2. Directors will be nominated by the current board of directors, and elected by a 2/3 majority vote of the current directors who are present at the meeting.

3. Immediately after the election of directors, the new directors will convene, and as their first order of business, receive nominations for and elect the Officers of the Corporation, in the following order: President, Treasurer, Vice President, Secretary

4. Although not restricted by statute, nor explicitly by these Bylaws, the Bylaws suggest that no officer should hold more than one title. Rules, and Policy shall dictate any such restriction.^[11]

5. Voting for directors or officers shall be by secret, sealed ballot, the Secretary shall open all sealed ballots at the Annual meeting, and announce the count and result by open outcry.

6. Proxies may be given for any vote, secret or otherwise to any other Director.

7. Non-Directors shall never be permitted to be a proxy-holder.

8. The Secretary shall determine the sufficiency of the proxy holder in accordance with the Rules and Policy, before dispensing blank ballots.

Section 4.09 Actions without a meeting.

1. Actions-without-a-meeting shall have the full force and effect as if a meeting had been convened, valid and sufficient notice had been given, and a vote been taken.

2. Any such actions-without-a-meeting may only be successful and subsequently effective if they are a unanimous vote, however, the President, once the vote is received and confirmed by the Secretary, shall be empowered to authorize, or ratify any such action under his signature alone, on behalf of the Board.

3. Proxies may be given.

4. The Secretary shall be responsible for recording, verifying and communicating all such Actions-without-a-meeting, and for presenting the actions for enumeration within the subsequent meeting minutes of the next convened meeting.

5. Actions without a meeting may be by email.

Section 4.10 Terms of Office.

1. All Board members shall serve three year terms [12], but are eligible for re-election, indefinitely. The Bylaws suggest that terms of office should stagger to allow continuity of the composition of the Board, subject to Rules or Policy.

2. Every year, at the annual meeting, , three directors are to be elected to three-year terms.

3. Directors are elected by a simple majority vote of the voting members in attendance at the annual meeting. Therefore the terms are staggered.

4. Any candidate for a three-year term must have previously served in a capacity as an appointed member, or a trustee, or ex-officio status sufficient to demonstrate a thorough working knowledge of the affairs of LVMA, and possess the qualifications of a director.

5. Any director without such service shall be elected to a maximum one year term. This includes initial directors of the corporation.

Section 4.11 Quorum.

A quorum consists of a simple majority (greater than 50%) of duly elected and qualified Directors attending at a meeting. A quorum must be present before business can be transacted or motions entered or voted upon.

Section 4.12 Notice.

Notice is provided for in a separate section above. See Section 3.04 Notice

Section 4.13 Vacancies.

When a vacancy either on the Board, or an Officer exists, or if the board wishes to increase the number of Directors, nominations for new members may be received from present Board members by the Secretary two weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. Vacancies will be filled only to the end of the departed Board member's term or the next annual meeting whichever comes sooner..

Section 4.14 Resignation, Termination and Absences.

1. Resignation from the Board must be in writing and received by the Secretary.

2. A Board member shall be dropped for excess absences from the Board if they have unexcused absences from greater than 25% of Board meetings in a year.

3. A Board member may be removed for cause by a three-fourths vote of the remaining directors. The rules shall determine what constitutes “cause”.

Article V. Officers

Section 5.01 Number of officers, compensation.

There shall be a minimum of four officers of LVMA consisting of a President, Vice President, Secretary and Treasurer. They may consist of Directors, or not. They may be compensated or not.

Section 5.02 Duties of ALL officers.

1. All officers who are also directors shall have a dual role: first, their duty to the Board of Directors, and the other to their executive powers, which shall be exercised through the executive committee, see below.

2. President and Vice President Officers who are not Directors must divest any duty as Chairman to a Director.

Section 5.03 President

The President shall:

1. be the titular and public head of LVMA, and shall represent LVMA in public affairs, or whenever a representative of LVMA is required to appear in public.

2. in relation to the executive powers be invested with the title of President of the Executive Committee, and shall be appointed the President of that Committee, and in that role, shall be operate as the Chief Executive Officer of the company.

3. recommend Policy statements and Policy documents to the Board, and shall present recommendations for changes in the governing documents of LVMA, and shall have the right and duty to amend the Clarifying Language in this document without a vote.

4. have the power to appoint an officer on a temporary basis, if necessary due to vacancy..

5. set the annual action agenda.

6. may delegate any or all of his duties to the Vice President, or any officer at any time.

Section 5.04 Vice President

The Vice President shall:

1. be a member of the Executive Committee.

2. assume the role of President, should the President be unable or unwilling to serve, or should the presidency become vacant.

3. If the incumbent is also a Director, shall chair committees on special subjects as designated by the board.

Section 5.05 Secretary

The secretary shall be responsible for:

1. keeping records of Board actions

2. overseeing the taking of minutes at all board meetings

3. providing notice as required under the Bylaws to Board Members

4. sending out meeting announcements, distributing copies of minutes and the agenda to each Board member

5. preparing ballots, qualifying ballots, nominations, proxies, proxy-holders, counting ballots, announcing results of secret ballots.

6. assuring that proper corporate records are maintained.

Section 5.06 Treasurer

The Treasurer shall:

1. make a report at each Board meeting.

2. be the President of the finance committee

3. assist in the preparation of the budget,

4. approve and assist in the development of fundraising plans

5. make financial information available to Board members and the public.

Section 5.07 Other Officers

1. The board may establish, by express charter, any other office, and appoint any person, whether or not director, whether or not compensated, consistent with the governing documents, to ensure the smooth and orderly operations of the organization.

2. Any terms of this arrangement shall be made within the charter of the position, delineating any and all qualifications, powers, duties, and responsibilities, and compensation.

Section 5.08 Executive Director

The Executive Director position is not an officer of LVMA, but is appointed(if necessary)^[13] as follows:
The Executive committee shall nominate, and the Directors shall then vote by 2/3 majority to appoint a qualified professional, experienced in working with drum and bugle corps, to administrator and manage the affairs of Las Vegas Marching Arts, Inc., who shall be empowered with the overall day to day management of the organization. The exact scope of delegated power is to be shaped by the Rules and Policy of LVMA, and shall be embodied in the contract with the Executive Director. In general, the Executive Director has the delegated overall authority for executive management of LVMA. The Executive Director shall not be a director^[14].

Section 5.09 Committees – Board Advisory

The Board of Directors may delegate some of its work to committees whose members are appointed by the Board of Directors. At least one member of the Board of Directors will be a member of each committee. see Article VI Committees, below

Section 5.10 Committees – Management

Committees - Management

Management Committees may be created by the Board, see Article VI Committees, below. The President of any Management committee, shall be appointed by the President, and that committee president, shall report to the Executive Director as a department head, subject to further clarification in the Rules and Policy.

Article VI. Committees

Section 6.01 Types of Committees, and Committee Presidents

1) Management Committees
The general purpose of Management committees is to assist the Executive Director with one or another aspect of the day to day affairs of the company in concert with, and reporting to the Executive Director. This power allows the board to summon management talent to be directed as may be needed to the Executive Director to utilizing Directors, Officers and others who may be volunteers. The President shall appoint all management committee presidents who may or may not be Directors or Officers. At least one Director shall serve on any such committee, and shall have the responsibility to report to the President directly. Directors, officers, and others serving in this way are not to be considered employees, and are not to be compensated for their service. The committees, through their respective presidents, in their discharge of duties, shall report to the Executive Director as if they were department heads, and it shall be in the scope of the Executive Director to coordinate the efforts of the management .committees appropriately. The committee presidents shall report to the President, for Board reporting.

2) Board Advisory Committees
The purpose of Board Advisory committees is to assist the board in shaping policy, or direction. These committees are created by simple majority vote of the board, and do not have any power to represent the board, only to report findings, make recommendations, etc. to the Board. They must consist of at least one Director.

3) Permanently Established Committees
These Bylaws hereby establish the following permanent committees as follows:

1. A Management committee, called the “Executive Committee”, with the President as its President

2. An Advisory committee, called the “Finance Committee”, with the Treasurer, as its President.

4) Ad Hoc or Board-Created Committees
The Board may create other committees as needed, either Management Committees, or Board Advisory committees, such as fundraising, housing, etc. by a simple majority vote. The President shall appoint all management committee presidents, the Board shall appoint the members of all committees and appoint the president of all board advisory committees..

Section 6.02 Anticipated Conflicts

The purpose of Management committees other than the executive committee is to actively assist the Executive Director in some particular manner. Directors , Officers, or others serving in this capacity must be cognizant that they serve under the management of the Executive Director, and shall not assume that their directorial power has any bearing on their discharge of their duties as a management committee president.

Section 6.03 Executive Committee

These Bylaws anticipate the need for clear direction on a continuing basis to provide guidance to the Executive Director in the discharge of duties. The executive committee shall consist of a minimum of three members, nominated by the president, and ratified by a simple majority of the board. The president is the president of the Executive Committee, and as such is empowered to act alone, utilizing the opinion and discussion of the other members. The president has the right and the duty to consult whomever they wish, but the final decision rests with the president, who is the Chief Executive Officer^[15] of the company. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction, rules, policy and control of the Board. The executive committee shall further delegate the administration of the board’s policy and direction to an Executive Director, who shall be a member of the executive committee, and committees.

Section 6.04 Finance Committee.

The Treasurer is President of the Finance Committee.. The Finance Committee is responsible for developing its own rules for governance operating within the Rules and Policies of the Board, is responsible for developing and reviewing fiscal procedures, reviewing the financial impact of all fundraising plans, and annual budget with staff and other Board members. The Board must approve the budget, and all expenditures must be within the budget.. Any major change in the budget must be approved by the Board or the Executive Committee. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the Board members and the public.^[16]

Section 6.05 Other Volunteers.

As a volunteer organization, LVMA recognizes the contribution that may be made from volunteers who are neither board members, nor officers. Typically volunteers will report to the Executive Director or the appropriate Volunteer Coordinator reporting to the Executive Director, but as envisioned by these Bylaws, a volunteer may also serve, if asked by the Board, to participate on a Board Advisory, or Management Committee. Any such volunteer shall be subject to all the rules and Policies of Las Vegas Marching Arts in effect governing such participation, and may be required to sign documents including but not limited to Confidentiality and Access, Conflict of Interest, or other such-like documents, so that the powers of the board are not compromised.

Article VII. Rules and Policy

Section 7.01 Rules.

The Board shall have the right and the duty to promulgate Rules and Regulations (Rules) from time to time, to guide the direction of its officers. Such rules shall have the effect of a governing document, but may be amended by a simple majority vote of the Board. Rules are meant and devised to be fairly inflexible.

Section 7.02 Policy.

The Board shall have the right and the duty to promulgate Policy from time to time, to guide the direction of its Directors and Officers. Such Policy shall have the effect of a “suggested” governance to the officers, which may be breached under unusual circumstances. Policy is meant to be firm but somewhat flexible.

Article VIII. Amendments

Section 8.01 Section 1: Amendment by 2/3 Majority.

These Bylaws may be amended when necessary by a two-thirds majority of the Board. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.

Article IX. Certification

These Bylaws were adopted at a Meeting of the Board of Directors, on ___________________, and were ratified by the Board by vote.

_______________________________

, Secretary

Date ________________________

a. Appendix A Nevada Chapter 82 Nonprofit Corporations Statute.

CHAPTER 82 - NONPROFIT CORPORATIONS

GENERAL PROVISIONS

NRS 82.006 Definitions.

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. [Effective July 1, 2008.]

NRS 82.036 “Receiver” defined.

NRS 82.038 “Record” defined.

NRS 82.041 “Registered office” defined. [Effective through June 30, 2008.]

NRS 82.041 “Registered office” defined. [Effective July 1, 2008.]

NRS 82.042 “Sign” defined.

NRS 82.043 “Signature” defined.

NRS 82.044 “Street address” defined. [Effective through June 30, 2008.]

NRS 82.044 “Street address” defined. [Effective July 1, 2008.]

NRS 82.046 Construction of chapter.

NRS 82.051 Applicability of chapter; effect of chapter on corporations existing before October 1, 1991.

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 82.063 Election of board of directors of expired corporation to accept chapter: Eligibility; procedure; date of corporate existence. [Effective through June 30, 2008.]

NRS 82.063 Election of board of directors of expired corporation to accept chapter: Eligibility; procedure; date of corporate existence. [Effective July 1, 2008.]

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.

FORMATION

NRS 82.081 Filing requirements. [Effective through June 30, 2008.]

NRS 82.081 Filing requirements. [Effective July 1, 2008.]

NRS 82.086 Articles of incorporation: Required provisions. [Effective through June 30, 2008.]

NRS 82.086 Articles of incorporation: Required provisions. [Effective July 1, 2008.]

NRS 82.091 Articles of incorporation: Optional provisions.

NRS 82.096 Name of corporation: Distinguishable name required; availability of name of revoked, merged or otherwise terminated corporation; regulations.

NRS 82.101 Name of corporation: Reservation; injunctive relief.

NRS 82.106 Articles of incorporation: Prohibited names and businesses; certification required before filing of certain articles or amendments. [Effective through December 31, 2007.]

NRS 82.106 Articles of incorporation: Prohibited names and businesses; certification required before filing of certain articles or amendments. [Effective January 1, 2008.]

NRS 82.111 Commencement of corporate existence. [Effective through June 30, 2008.]

NRS 82.111 Commencement of corporate existence. [Effective July 1, 2008.]

NRS 82.116 Acceptable evidence of incorporation.

POWERS

NRS 82.121 General powers.

NRS 82.126 Adoption and use of corporate seal or stamp.

NRS 82.131 Specific powers.

NRS 82.136 Restrictions: Issuance of stock; pecuniary gain of members; distributions.

CORPORATE RECORDS

NRS 82.181 Maintenance of records at registered office; inspection and copying of records; civil liability; penalties; denial of request for inspection of records; defense to action for penalties or damages; authority of court to compel production of records.

NRS 82.183 List or statement to be maintained at registered office or principal place of business; requirement to assist in criminal investigation; failure to comply; regulations.

NRS 82.186 Right of members and directors to inspect and copy records; denial of inspection; civil liability; defense to action for penalties or damages.

RESIDENT AGENT AND REGISTERED OFFICE; DIRECTORS AND OFFICERS

NRS 82.193 Resident agent required; applicable law regarding resident agent and registered office; applicable law regarding annual list and defaulting corporations; default and reinstatement of corporation which is unit-owners’ association; fees. [Effective through December 31, 2007.]

NRS 82.193 Registered agent required; applicable law regarding registered agent and registered office; applicable law regarding annual list and defaulting corporations; default and reinstatement of corporation which is unit-owners’ association; fees. [Effective July 1, 2008.]

NRS 82.196 Board of directors or trustees: Number and qualifications of members.

NRS 82.198 Board of directors or trustees: Selection of members when corporation owns or leases mobile home park.

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 82.221 Directors and officers: Exercise of powers and performance of duties; personal liability.

NRS 82.226 Restrictions on transactions involving interested directors or officers; compensation of directors.

MEMBERS

NRS 82.231 Powers of corporation; classes, qualifications and rights of members; term of membership.

NRS 82.236 Transfer of membership.

NRS 82.241 Personal liability of members; imposition of dues, assessments or fees.

NRS 82.246 Resignation.

NRS 82.251 Expulsion of member; suspension or termination of membership.

NRS 82.256 Purchase of membership by corporation.

NRS 82.261 Delegates.

MEETINGS, ELECTIONS, VOTING AND NOTICE

NRS 82.266 Place of members’, delegates’ and directors’ meetings.

NRS 82.271 Meetings of board of directors or delegates: Quorum; consent to action taken without meeting; participation by telephone or similar method.

NRS 82.276 Consent of members in lieu of 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. [Effective through June 30, 2008.]

NRS 82.306 Election of directors by order of court upon failure of regular election. [Effective July 1, 2008.]

NRS 82.311 Provisional director: Appointment; qualifications; rights and powers; removal.

NRS 82.316 Determination of members entitled to notice of and to vote at meeting; fixing of date when members entitled to give consent in lieu of meeting.

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.

AMENDMENT AND RESTATEMENT OF ARTICLES OF INCORPORATION

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. [Effective through June 30, 2008.]

NRS 82.356 Amendment of articles: Procedure. [Effective July 1, 2008.]

NRS 82.371 Restatement of articles. [Effective through June 30, 2008.]

NRS 82.371 Restatement of articles. [Effective July 1, 2008.]

SALE OF ASSETS; VOLUNTARY DISSOLUTION

NRS 82.436 Sale, lease or exchange of assets: Authority; procedure.

NRS 82.446 Voluntary dissolution at request of members.

NRS 82.451 Voluntary dissolution by directors and members or by directors alone; directors to act as trustees for liquidation and winding up of corporate affairs.

NRS 82.456 Dissolved corporations: Rights and liabilities of corporation and its directors, trustees, receivers, officers, members and creditors; powers and duties of district court.

NRS 82.461 Dissolved corporations: Duties of person appointed or authorized to act in liquidation.

INSOLVENCY; INVOLUNTARY DISSOLUTION

NRS 82.466 Reorganization under federal law.

NRS 82.471 Application of creditors or members of insolvent corporation for injunction and appointment of receiver or trustee; powers and duties of court. [Effective through June 30, 2008.]

NRS 82.471 Application of creditors or members of insolvent corporation for injunction and appointment of receiver or trustee; powers and duties of court. [Effective July 1, 2008.]

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. [Effective through June 30, 2008.]

NRS 82.486 Involuntary dissolution: Authority and grounds for application. [Effective July 1, 2008.]

NRS 82.491 Involuntary dissolution: Appointment of receiver; powers and duties of receiver; authorized relief.

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.

FOREIGN NONPROFIT CORPORATIONS

NRS 82.523 Annual list: Filing requirements; fees; powers and duties of Secretary of State. [Effective through June 30, 2008.]

NRS 82.523 Annual list: Filing requirements; fees; powers and duties of Secretary of State. [Effective July 1, 2008.]

NRS 82.5231 Certificate of authorization to transact business.

NRS 82.5233 Addresses of officers required; failure to file.

NRS 82.5235 Defaulting corporations: Identification; forfeiture of right to transact business; penalty.

NRS 82.5236 Defaulting corporations: Duties of Secretary of State. [Effective through June 30, 2008.]

NRS 82.5236 Defaulting corporations: Duties of Secretary of State. [Effective July 1, 2008.]

NRS 82.5237 Defaulting corporations: Conditions and procedure for reinstatement. [Effective through June 30, 2008.]

NRS 82.5237 Defaulting corporations: Conditions and procedure for reinstatement. [Effective July 1, 2008.]

NRS 82.5239 Defaulting corporations: Reinstatement under old or new name; regulations.

MISCELLANEOUS PROVISIONS

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 82.531 Fees.

NRS 82.533 Procedure to submit replacement page to Secretary of State before actual filing of record.

NRS 82.534 Correction of inaccurate or defective record filed with Secretary of State.

NRS 82.536 Attorney General: Examination of corporate affairs; powers of enforcement.

NRS 82.541 Directors, officers, employees and agents: Indemnification; insurance against liability.

NRS 82.546 Renewal or revival of charter: Procedure; fee; certificate as evidence. [Effective through June 30, 2008.]

NRS 82.546 Renewal or revival of charter: Procedure; fee; certificate as evidence. [Effective July 1, 2008.]

_________

GENERAL PROVISIONS

NRS 82.006 Definitions. As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 82.011 to 82.044, inclusive, have the meanings ascribed to them in those sections.

(Added to NRS by 1991, 1255; A 1999, 1601; 2003, 3121; 2007, 2658)

NRS 82.011 “Articles of incorporation” and “articles” defined. “Articles of incorporation” and “articles” are synonymous terms and, unless 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. Unless 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 amendments to that section and the corresponding provisions of future internal revenue laws; or

2. Is organized for a public or charitable purpose and which upon dissolution must distribute its assets to the United States, a state, or a person which is recognized as 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 “trustees” are synonymous terms.

(Added to NRS by 1991, 1256)

NRS 82.034 “Principal office” defined. [Effective July 1, 2008.] “Principal office” has the meaning ascribed to it in NRS 78.010.

(Added to NRS by 2007, 2658, effective July 1, 2008)

NRS 82.036 “Receiver” defined. “Receiver” includes receivers and trustees 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. “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

(Added to NRS by 2003, 3121)

NRS 82.041 “Registered office” defined. [Effective through June 30, 2008.] “Registered office” of a corporation means the office maintained at the street address of its resident agent.

(Added to NRS by 1991, 1256; A 1993, 990; 1995, 2105)

NRS 82.041 “Registered office” defined. [Effective July 1, 2008.] “Registered office” of a corporation means the office maintained at the street address of its registered agent.

(Added to NRS by 1991, 1256; A 1993, 990; 1995, 2105; 2007, 2658, effective July 1, 2008)

NRS 82.042 “Sign” defined. “Sign” means to affix a signature to a record.

(Added to NRS by 1999, 1601; A 2003, 3121)

NRS 82.043 “Signature” defined. “Signature” means a name, word, symbol or mark executed or otherwise adopted, or a record encrypted or similarly processed in whole or in part, by a person with the present intent to identify himself and adopt or accept a record. The term includes, without limitation, an electronic signature as defined in NRS 719.100.

(Added to NRS by 1999, 1601; A 2001, 101, 2724; 2003, 3122)

NRS 82.044 “Street address” defined. [Effective through June 30, 2008.] “Street address” of a resident agent means the actual physical location in this State at which a resident agent is available for service of process.

(Added to NRS by 1999, 1601)

NRS 82.044 “Street address” defined. [Effective July 1, 2008.] “Street address” of a registered agent means the actual physical location in this State at which a registered agent is available for service of process.

(Added to NRS by 1999, 1601; A 2007, 2658, effective July 1, 2008)

NRS 82.046 Construction of chapter. General terms and powers given in this chapter are not restricted by the use of special terms, or by any grant of special powers, contained in this chapter.

(Added to NRS by 1991, 1256)

NRS 82.051 Applicability of chapter; effect of chapter on corporations existing before October 1, 1991.

1. This chapter applies to the following corporations:

(a) Corporations organized in this State on or after October 1, 1991, pursuant to the provisions of this chapter.

(b) Corporations existing on October 1, 1991, which were organized pursuant to the following repealed statutes as they existed on September 30, 1991, and any predecessor acts:

(1) NRS 81.290 to 81.340, inclusive;

(2) NRS 81.350 to 81.400, inclusive;

(3) NRS 83.010 to 83.100, inclusive;

(4) NRS 85.010 to 85.070, inclusive; and

(5) NRS 86.010 to 86.190, inclusive.

(c) Except where the following statutes are inconsistent with the provisions of this chapter, corporations existing on October 1, 1991, which were organized pursuant to:

(1) NRS 81.170 to 81.270, inclusive; and

(2) NRS 81.410 to 81.540, inclusive.

(d) Corporations organized pursuant to the statutes described in paragraphs (b) and (c):

(1) Which seek to renew or revive a charter which was revoked on or before October 1, 1991, in the manner provided in this chapter; or

(2) Whose charters are renewed or revived in the manner provided in this chapter.

(e) Corporations having shares of stock organized before and existing on October 1, 1991, pursuant to any provision of chapter 81 of NRS which elect to accept this chapter as provided in NRS 82.056.

2. The existence of a corporation described in paragraphs (b) to (e), inclusive, of subsection 1 formed or existing before October 1, 1991, and any liability, cause of action, right, privilege or immunity validly existing in favor of or against any such corporation on October 1, 1991, are not affected, abridged, taken away or impaired by this chapter, or by any change in the requirements for the formation of corporations provided by this chapter, or by the amendment or repeal of any laws under which the corporation was formed or created.

(Added to NRS by 1991, 1256; A 1995, 1121)

NRS 82.056 Election of existing corporation to accept chapter: Eligibility; procedure. A corporation having shares of stock which was organized before October 1, 1991, pursuant to any provision of chapter 81 of NRS may elect to accept this chapter in the following manner:

1. If there are members or stockholders entitled to vote thereon, the board of directors must adopt a resolution recommending that the corporation accept this chapter and adopt new articles of incorporation conforming to this chapter and any other statutes pursuant to which the corporation may have been organized and directing that the question of such acceptance and adoption be submitted to a vote at an annual or special meeting of the members or stockholders entitled to vote thereon. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider electing to accept this chapter and adopting new articles of incorporation must be given to each member and stockholder entitled to vote at the meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. The election to accept this chapter and adopt new articles of incorporation require for adoption at least a majority of the votes which the members or stockholders present at the meeting in person or by proxy are entitled to cast.

2. If there are no members or stockholders entitled to vote thereon, election to accept this chapter and adopt new articles of incorporation conforming to the provisions of this chapter may be made at a meeting of the board of directors pursuant to majority vote of a quorum of the directors present at the meeting.

(Added to NRS by 1991, 1257; A 1993, 990)

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 must set forth:

(a) The name of the corporation.

(b) A statement by the corporation that it has elected to accept this chapter and adopt new articles of incorporation conforming to the provisions of this chapter and any other statutes pursuant to which the corporation may have been organized.

(c) If there are members or stockholders entitled to vote thereon, a statement setting forth the date of the meeting of the members or stockholders at which the election to 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 votes 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 to 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 requirements 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 has issued shares of stock, a statement of that fact including the number of shares theretofore authorized, the number issued and outstanding and that upon the effective date of the certificate of acceptance the authority of the corporation to issue 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 82.063 Election of board of directors of expired corporation to accept chapter: Eligibility; procedure; date of corporate existence. [Effective through June 30, 2008.]

1. The board of directors of a corporation without shares of stock which was organized before October 1, 1991, pursuant to any provision of chapter 81 of NRS or a predecessor statute and whose permissible term of existence as stated in the articles of incorporation has expired, may, within 10 years after the date of the expiration of its existence, elect to revive its charter and accept this chapter by adopting a resolution reviving the expired charter and adopting new articles of incorporation conforming to this chapter and any other statutes pursuant to which the corporation may have been organized. The new articles of incorporation need not contain the names, addresses, signatures or acknowledgments of the incorporators.

2. A certificate of election to accept this chapter pursuant to this section must be signed by an officer of the corporation and must set forth:

(a) The name of the corporation.

(c) A statement by the corporation that since the expiration of its charter it has remained organized and continued to carry on the activities for which it was formed and authorized by its original articles of incorporation and amendments thereto, and desires to continue through revival its existence pursuant to and subject to the provisions of this chapter.

(d) A statement that the attached copy of the articles of incorporation of the corporation are the new articles of incorporation of the corporation.

(e) A statement setting forth the date of the meeting of the board of directors at which the election to 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.

3. The certificate so signed and a certificate of acceptance of appointment signed by the resident agent of the corporation must be filed in the Office of the Secretary of State.

4. The new articles of incorporation become effective on the date of filing the certificate. The corporation’s existence continues from the date of expiration of the original term, with all the corporation’s rights, franchises, privileges and immunities and subject to all its existing and preexisting debts, duties and liabilities.

(Added to NRS by 1997, 709; A 1999, 607, 1602; 2003, 3122)

NRS 82.063 Election of board of directors of expired corporation to accept chapter: Eligibility; procedure; date of corporate existence. [Effective July 1, 2008.]

2. A certificate of election to accept this chapter pursuant to this section must be signed by an officer of the corporation and must set forth:

(a) The name of the corporation.

(d) A statement that the attached copy of the articles of incorporation of the corporation are the new articles of incorporation of the corporation.

(f) The information required pursuant to NRS 77.310.

3. The certificate so signed must be filed in the Office of the Secretary of State.

(Added to NRS by 1997, 709; A 1999, 607, 1602; 2003, 3122; 2007, 2658, effective July 1, 2008)

NRS 82.066 Election of existing and expired corporation to accept chapter: Effect. Upon filing a certificate of acceptance, the election of a corporation to accept this chapter is effective and the corporation has the powers and privileges and is subject to the duties, restrictions, penalties and liabilities given to and imposed upon the corporation by this chapter and by any other statutes pursuant to which it was created. The articles of incorporation attached to the certificate are thereafter the articles of incorporation of the corporation. The holders of shares of stock issued by the corporation are thereafter members of the corporation with one vote for each share of stock so surrendered, unless the articles so adopted and attached to the certificate provide otherwise.

(Added to NRS by 1991, 1258; A 1997, 711)

NRS 82.071 Limitations on eligibility to organize under chapter. No insurance company, stock fire insurance company, surety company, express company, trust company, stock savings and loan association, or corporation organized for the purpose of conducting a banking business may be organized under this chapter.

(Added to NRS by 1991, 1258)

NRS 82.076 Effect of amendment or repeal of chapter; chapter is part of corporation’s charter. Every corporation created under this chapter, or availing itself of any of the provisions of this chapter, and all members and delegates of the corporation are bound by any amendment of this chapter in the future, including the repeal of any provisions. The amendment or repeal of these provisions does not take away or impair any remedy against any corporation, or its officers, for any liability previously incurred. This chapter, and all amendments thereof, are a part of the charter of every corporation, except so far as they are inapplicable or inappropriate to the objects of the corporation.

(Added to NRS by 1991, 1258)

FORMATION

NRS 82.081 Filing requirements. [Effective through June 30, 2008.]

1. One or more natural persons may associate 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 transaction of any lawful business, or to promote or conduct any legitimate object or purpose, pursuant and subject to the requirements of this chapter, by:

(a) Signing and filing in the Office of the Secretary of State articles of incorporation; and

(b) Filing a certificate of acceptance of appointment, signed by the resident agent of the corporation, in the Office of the Secretary of State.

2. The Secretary of State shall 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)

NRS 82.081 Filing requirements. [Effective July 1, 2008.]

(Added to NRS by 1991, 1258; A 1999, 1603; 2003, 3123; 2007, 2659, effective July 1, 2008)

NRS 82.086 Articles of incorporation: Required provisions. [Effective through June 30, 2008.] The articles of incorporation must set forth:

1. The name of the corporation. A name appearing to be that of a natural person and containing a given name or initials must not be used as 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 name of the person designated as the corporation’s resident agent, his street address where he maintains an office for service of process, and his mailing address if different from the street address.

3. That the corporation is a nonprofit corporation.

4. The nature of the business, or objects or purposes proposed to be transacted, promoted or carried on by the corporation. It is sufficient to state, either alone or with other purposes, that the corporation may engage in any lawful activity, subject to expressed limitations, if any. Such a statement makes all lawful activities within the objects or purposes of the corporation.

5. The names and mailing or street addresses, residence or business, of the first board of directors or trustees, together with any desired provisions relative to the right to change the number of directors.

6. The names and mailing or street address, residence or business, 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)

NRS 82.086 Articles of incorporation: Required provisions. [Effective July 1, 2008.] The articles of incorporation must set forth:

2. The information required pursuant to NRS 77.310.

3. That the corporation is a nonprofit corporation.

6. The names and mailing or street address, residence or business, 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, effective July 1, 2008)

NRS 82.091 Articles of incorporation: Optional provisions. The articles of incorporation may also contain:

1. Any provision subordinating the corporation to the authority of a superior organization or any person, and providing for its dissolution when its charter is surrendered to, taken away by or revoked by the superior organization or any person granting it.

2. Any provision providing that, upon dissolution of the corporation and the payment of its debts and the provision for other matters as required by this chapter, the assets of the corporation must be distributed to the superior organization or any person.

3. Any provision allowing members or directors, or classes of members or directors, to have more or less 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 business 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 rights, powers or duties of the directors, members, if any, or delegates, if any, or any class of members, delegates, or directors, or the holders of bonds or other obligations 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 proposed for a corporation must be distinguishable on the records of the Secretary of State from the names of all other artificial persons formed, organized, registered or qualified pursuant to the provisions 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 provisions of this title. If a proposed name is not so distinguishable, the Secretary of State shall return the articles of incorporation containing it to the incorporator, unless the written, acknowledged consent of the holder of the name on file or reserved name to use the same name or the requested similar name accompanies the articles of incorporation.

2. For the purposes of this section and NRS 82.101, a proposed name is not distinguishable from a name on file or reserved name solely because one or the other contains distinctive lettering, a distinctive mark, a trademark or a trade name, or any combination of these.

3. The name of a corporation whose charter has been revoked, which has merged and is not the surviving entity or whose existence has otherwise terminated is available for use by any other artificial person.

4. The Secretary of State may adopt regulations that interpret the requirements 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 requested to do so, shall reserve, for a period of 90 days, the right to use any name available under NRS 82.096 for the use of any proposed 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 pursuant to the provisions of this title without the written, acknowledged consent of the person at whose request the reservation was made.

2. The use by any other artificial person of a name in violation of subsection 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 Articles of incorporation: Prohibited names and businesses; certification required before filing of certain articles or amendments. [Effective through December 31, 2007.]

1. Except as otherwise provided in this subsection, the Secretary of State shall not 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 existing pursuant to this chapter if the name of the corporation contains the words “trust,” “engineer,” “engineered,” “engineering,” “professional engineer” or “licensed engineer.” The provisions of this subsection concerning the use of the word “trust” do not apply to any corporation formed or existing pursuant to this chapter that is doing business solely as a community land trust.

2. The Secretary of State shall not 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 existing pursuant to this chapter if the name of the corporation contains the words “architect,” “architecture,” “registered architect,” “licensed architect,” “registered interior designer,” “registered interior design,” “residential designer,” “registered residential designer,” “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 business to be carried on by the corporation is subject to supervision by the Commissioner of Insurance.

4. The Secretary of State shall not 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 existing pursuant 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 association,” “master association,” “unit-owners’ association” or “homeowners’ association” or if it appears in the articles of incorporation or certificate of amendment that the purpose of the corporation is to operate as a unit-owners’ association pursuant to chapter 116 of NRS unless the Administrator of the Real Estate Division of the Department of Business and Industry certifies that the corporation has:

(a) Registered with the Ombudsman for Owners in Common-Interest Communities pursuant to NRS 116.31158; and

(b) Paid to the Administrator of the Real Estate Division the fees required pursuant to NRS 116.31155.

6. As used in this section:

(a) “Community land trust” means an organization that:

(1) Acquires parcels of land that are:

(I) Held in perpetuity; and

(II) Primarily for conveyance under long-term ground leases;

(2) Transfers ownership of any structural improvements located on the leased parcels to the lessees;

(3) When leasing parcels, retains as a condition of the lease a right to purchase any structural improvements at a price determined by a formula that is designed to ensure that the improvements remain affordable to low- and moderate-income persons 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 Session, 53; 2005, 2627; 2007, 5, 94)

NRS 82.106 Articles of incorporation: Prohibited names and businesses; certification required before filing of certain articles or amendments. [Effective January 1, 2008.]

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 association,” “master association,” “unit-owners’ association” or “homeowners’ association” or if it appears in the articles of incorporation or certificate of amendment that the purpose of the corporation is to operate as a unit-owners’ association pursuant to chapter 116 or 116B of NRS unless the Administrator of the Real Estate Division of the Department of Business and Industry certifies that the corporation has:

(a) Registered with the Ombudsman for Owners in Common-Interest Communities 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 used in this section:

(a) “Community land trust” means an organization that:

(1) Acquires parcels of land that are:

(I) Held in perpetuity; and

(II) Primarily for conveyance under long-term ground leases;

(2) Transfers ownership of any structural improvements located on the leased parcels to the lessees;

(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 Session, 53; 2005, 2627; 2007, 5, 94, 2283, effective January 1, 2008)

NRS 82.111 Commencement of corporate existence. [Effective through June 30, 2008.]

1. Upon the filing of the articles of incorporation and the certificate of acceptance pursuant to NRS 82.081, and the payment of the filing fees, the Secretary of State shall issue to the corporation a certificate that the articles, containing the required statement of facts, have been filed in his office. 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 dissolution as provided in this chapter.

2. The filing of the articles does not, by itself, constitute commencement of business by the corporation.

(Added to NRS by 1991, 1260)

NRS 82.111 Commencement of corporate existence. [Effective July 1, 2008.]

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 issue to the corporation a certificate that the articles, containing the required statement of facts, have been filed in his office. 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 dissolution as provided in this chapter.

2. The filing of the articles does not, by itself, constitute commencement of business by the corporation.

(Added to NRS by 1991, 1260; A 2007, 2660, effective July 1, 2008)

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 his official seal, must be received in all courts and places as prima facie evidence of the facts therein stated and of the existence and due incorporation of the corporation therein named.

(Added to NRS by 1991, 1261; A 1993, 993)

POWERS

NRS 82.121 General powers.

1. A corporation:

(a) Has all the rights, privileges and powers hereby conferred.

(b) Has such rights, privileges and powers as may be conferred upon corporations by any existing law.

(c) May at any time exercise those rights, privileges and powers, when not inconsistent with the provisions of this chapter, or with the purposes and objects for which the corporation is organized.

2. Every corporation, by virtue of its existence as such, may:

(a) Have succession by its corporate name for the period limited in its articles of incorporation, and when no period is limited, perpetually, or until it is dissolved and its affairs are wound up according to law.

(b) Sue and be sued in any court of law or equity.

(d) Hold, purchase and convey real and personal estate and mortgage or lease any such real and personal estate with its franchises. The power to hold real and personal estate includes the power to take it by devise or bequest in this State, or in any other state, territory or country.

(e) Appoint such officers and agents as the affairs of the corporation require, and allow them suitable compensation.

(f) Make bylaws not inconsistent with the Constitution or laws of the United States, or of this State, for the management, regulation and government of its affairs and property, the transfer of its memberships, if any, the transaction of its business, and the calling and holding of meetings of its members, if any, or delegates, if any.

(g) Wind up and dissolve itself, or be wound up or dissolved, in the manner mentioned in this chapter.

(Added to NRS by 1991, 1261; A 1993, 993)

NRS 82.126 Adoption and use of corporate seal or stamp.

1. Every corporation, by virtue of its existence as such, may adopt and use a common seal or stamp, and alter it at pleasure.

2. The use of a seal or stamp by a corporation on any corporate record is not necessary. The corporation may use a seal or stamp, if it desires, but use or failure to use does not in any way affect the legality of the record.

(Added to NRS by 1991, 1261; A