SilverFlume FAQ

What does minimum status vote mean?

Pursuant to NRS 78B.050, “minimum status vote” means:

1.  In the case of a corporation, in addition to any other approval or vote required by chapter 78 or 78A of NRS, NRS 81.010 to 81.160, inclusive, or chapter 89 of NRS, whichever is applicable, by chapter 92A of NRS or by the articles of incorporation, satisfaction of both of the following conditions:

   (a) The shareholders of every class or series are entitled to vote on the corporate action regardless of any limitation on the voting rights of any class or series stated in the articles of incorporation or bylaws.

   (b) The corporate action must be approved by the outstanding shares of each class or series by at least two-thirds of the votes, or the greater vote if required by the articles of incorporation, that all shareholders of the class or series are entitled to cast on that action.

2.  In the case of a business entity organized and existing under the laws of this State other than a corporation, in addition to any other approval, vote or consent required by the laws of this State that govern the internal affairs of the entity, by any provision of the publicly filed record or document required to form the entity, or by any agreement binding some or all of the holders of the equity interests in the entity, satisfaction of both of the following conditions:

   (a) The holders of every class or series of interest in the entity that are entitled to receive a distribution of any kind from the entity or partnership are entitled to vote on or consent to the action regardless of any otherwise applicable limitation on the voting or consent rights of any class or series.

   (b) The action must be approved by the vote or consent of the holders described in paragraph (a) by at least two-thirds of the votes or consent of those holders, or the greater vote or consent if required by the publicly filed record or document required to form the entity or partnership or by any agreement binding those holders.

Questions? Call the Secretary of State's Office at (775) 684-5708 or email support@nvsilverflume.gov.

This FAQ pertains to SilverFlume Nevada's Business Portal at www.nvsilverflume.gov.