Nevada Ratification and Approval of Indemnity Agreements

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Multi-State
Control #:
US-CC-17-101E-NE
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Word; 
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This sample form, a detailed Ratification and Approval of Indemnity Agreements, is a model for use in corporate matters. The language may be very useful in drafting a similar document to fit your specific circumstances. Available in several standard formats.
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FAQ

Unless otherwise provided in the articles of incorporation or the bylaws, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if, before or after the action, a written consent thereto is signed by stockholders holding at least a majority of the voting power, ...

Chapter 78 Private Corporations. NRS 78.315 Directors' meetings: Quorum; consent for actions taken without meeting; participation by telephone or similar method. NRS 78.315 Directors' meetings: Quorum; consent for actions taken without meeting; participation by telephone or similar method.

NRS 82.271 - Meetings of board of directors or delegates: Quorum; consent to action taken without meeting; alternative means for participating at meeting.

"Under [the parol-evidence] rule all prior negotiations and agreements are deemed merged in the written contract, and parol evidence is not admissible to vary or contradict its terms."

A form of unanimous written consent of the board of directors of a Nevada for-profit corporation to be used when the directors take action without a formal board meeting. This Standard Document has integrated notes with important explanations and drafting tips.

Nevada is one of the many states that have codified the Uniform Commercial Code into its statutes. As explained by the United States Small Business Administration, the UCC is a group of laws created by the American Law Institute and the National Conference of Commissioners on Uniform State Laws.

The Nevada Revised Statutes (NRS) are all the current codified laws of the State of Nevada. Nevada law consists of the Constitution of Nevada (the state constitution) and Nevada Revised Statutes. The Nevada Supreme Court interprets the law and constitution of Nevada.

NRS 78.138 - Directors and officers: Fiduciary duties; exercise of powers; presumptions and considerations; liability to corporation, stockholders and creditors. 1. The fiduciary duties of directors and officers are to exercise their respective powers in good faith and with a view to the interests of the corporation.

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Nevada Ratification and Approval of Indemnity Agreements