Nevada Code § 82.296

Directors: Removal; filling of vacancies
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1. Any director may be removed from office
by the vote of members, if any, representing not less than a majority of the
voting power of the members entitled to vote for the election of the director
being removed or a majority of the voting power of the members entitled to vote
for delegates who vote for the election of the director being removed, but:
(a) In case of corporations which have provided
in their articles or bylaws for the election of directors by cumulative voting,
no director may be removed from office under the provisions of this section
except upon the vote of members holding sufficient voting power to have
prevented the directors election to office in the first instance; and
(b) The articles or bylaws may require the
concurrence of a larger percentage of the members entitled to voting power in
order to remove a director.
2. If there are no members entitled to
vote for the election of directors or entitled to vote for delegates who vote for
the election of directors, any director may be removed from office by a
majority vote of those directors entitled to vote for the director being
removed.
3. Except as otherwise provided in the
articles or bylaws, a director appointed by public officials or other persons
specified in the articles or bylaws may be removed with or without cause by a
written notice from the person or public official who appointed the director
being removed, delivered to the chair of the board or president of the corporation.
The vacancy created may be filled by that public officer or other person.
4. Except as provided in subsection 3, all
vacancies, including those caused by an increase in the number of directors,
may be filled by a majority of the remaining directors, though less than a
quorum, unless it is otherwise provided in the articles or bylaws.
5. Unless otherwise provided in the
articles or bylaws, when one or more directors give notice of resignation to
the board, effective at a future date, the board may fill the vacancy or
vacancies to take effect when the resignation or resignations become effective.
Each director so appointed holds office during the remainder of the term of
office of the resigning director or directors.

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