How to Get a Corporation's Book of Rules

[Monkeyron]

My question involves business law in the state of: Nevada

Is asking for a Copy of a "Book of Rules" written by a CEO of a Nevada Corporation covered under the Nevada Privacy Law?

I have been told a year ago that I have the right as a stockholder is a License to use a Patent.
I also have been told that I can be removed as a Stockholder under the rule "Undesirable"

Both these rules are in the CEO's "Book Of Rules". I have requested copies of it as it pertains to control of my license and Stock. The CEO responded this week that I will have to request it via Cert Mail and then I will need to go there and read it on his PC as it will not leave his or his attorney's office.

Is it protected as he has Stated?
Do I have the Right to a copy as it is the only written proof I have a License owed to me and also has direct control of my stock?

Thanks,
R~~

[flyingron]

Please keep it one thread: http://www.expertlaw.com/forums/showthread.php?t=140003

[Mr. Knowitall]

What are you asking about? The bylaws? The rules of order designated in the bylaws for the conduct of meetings? Something else?

What do you imagine "Nevada Privacy Law" to be, and why do you think it would apply to this "book of rules"?

[Monkeyron]

The Book of By Laws of the Corporation that I am a Stockholder of. Also "The CEO's "Book Of Rules" of said Corporation he has written. He has advised me that is where the rule is listed stating that a Stockholder has the Perk of a License. He will not provide a copy of the above because he says it's a Nevada Corporate Privacy right and he has no plan to supply me with anything to back up his verbal claims.

Now since moving the Corporation from Iowa to Nevada, the name was also changed. The Stock was converted and issued in Nevada Stock Shares.
This is the only thing as written/paper item ever sent to me after numerous request for copies of Governing Documents that has a direct effect on my future License I have been Promised.

Since the past year the License structure has been changed many times. Now I don't know if the Class of license will be given to me as Promised because of the Classes being defined today.
The CEO may have purposely redefined the classes to make Stockholder License acquisition less available to the High end License available to others for a higher fee.
When I first bought the shares, I made it very clear as to the License I needed. I was told then it will be issued to meet my needs.
Without anything verbally stated backed up in writing, how can I even start a Business?
I hope this makes it clear as to my question.
Thanks,
R~~

[Mr. Knowitall]

If you are a shareholder you should have no problem getting the bylaws.

1. A corporation shall keep a copy of the following records at its registered office:

(a) A copy certified by the Secretary of State of its articles of incorporation, and all amendments thereto;

(b) A copy certified by an officer of the corporation of its bylaws and all amendments thereto; and

(c) A stock ledger or a duplicate stock ledger, revised annually, containing the names, alphabetically arranged, of all persons who are stockholders of the corporation, showing their places of residence, if known, and the number of shares held by them respectively. In lieu of the stock ledger or duplicate stock ledger, the corporation may keep a statement setting out the name of the custodian of the stock ledger or duplicate stock ledger, and the present and complete mailing or street address where the stock ledger or duplicate stock ledger specified in this section is kept.

2. A stock ledger, duplicate stock ledger or statement setting out the name of the custodian of the stock ledger or duplicate stock ledger described in paragraph (c) of subsection 1 must be maintained by the registered agent of the corporation for 3 years following the resignation or termination of the registered agent or the dissolution of the corporation by the Secretary of State.

3. Any person who has been a stockholder of record of a corporation for at least 6 months immediately preceding the demand, or any person holding, or thereunto authorized in writing by the holders of, at least 5 percent of all of its outstanding shares, upon at least 5 days’ written demand is entitled to inspect in person or by agent or attorney, during usual business hours, the records required by subsection 1 and make copies therefrom. Holders of voting trust certificates representing shares of the corporation must be regarded as stockholders for the purpose of this subsection. Every corporation that neglects or refuses to keep the records required by subsection 1 open for inspection, as required in this subsection, shall forfeit to the State the sum of $25 for every day of such neglect or refusal.

4. If any corporation willfully neglects or refuses to make any proper entry in the stock ledger or duplicate copy thereof, or neglects or refuses to permit an inspection of the records required by subsection 1 upon demand by a person entitled to inspect them, or refuses to permit copies to be made therefrom, as provided in subsection 3, the corporation is liable to the person injured for all damages resulting to the person therefrom.

5. When the corporation keeps a statement in the manner provided for in paragraph (c) of subsection 1, the information contained thereon must be given to any stockholder of the corporation demanding the information, when the demand is made during business hours. Every corporation that neglects or refuses to keep a statement available, as in this subsection required, shall forfeit to the State the sum of $25 for every day of such neglect or refusal.

6. In every instance where an attorney or other agent of the stockholder seeks the right of inspection, the demand must be accompanied by a power of attorney signed by the stockholder authorizing the attorney or other agent to inspect on behalf of the stockholder.

7. The right to copy records under subsection 3 includes, if reasonable, the right to make copies by photographic, xerographic or other means.

8. The corporation may impose a reasonable charge to recover the costs of labor and materials and the cost of copies of any records provided to the stockholder.

[Monkeyron]

Thanks for this help on and answer!
After reading the law NRS 78.105 I am in need of some clarification-
Now I may not have the 5% of outstanding shares. If I asked in person a year ago, that is not valid. If I made multiple request via email over the past 6-8 months , that I assume is not valid. So now I must request in writing, via snail mail certified then I or my Attorney can inspect the records at their office.
Then I shall be allowed to obtain a hard copy? Can a Hard Copy be requested with the Cert request?
Thanks,
R~~

[Mr. Knowitall]

Note the "or" - the part after the "or" refers to somebody acting on behalf of shareholders. If you own shares, you fall under "Any person who has been a stockholder of record of a corporation for at least 6 months immediately preceding the demand".

[Monkeyron]

Thanks again Mr Knowitall,
I started reading many more of the Nevada Corporate laws as you Quoted above. So much to go over. Thanks for the start.
Now for another clarification,
If I had requested for Copies of the Items listed in NRS 78.105 Paragraph #1 items A,B and C verbally in person multiple times as well as in emails after my 6 months of Stock ownership, would that be classified as a legal demand?
I did ask the CEO in person the day I bought the stock for copies. Would that meet the 6 month requirement of ownership after the 6 months passed?
Lastly, if none of the verbal or email request qualify, is a registered or certified snail mail request the only acceptable requirement?

Thanks,
R~~