Senate Bill No. 61–Committee on Judiciary

CHAPTER........

Section 1. Title 7 of NRS is hereby amended by adding thereto a new

chapter to consist of the provisions set forth as sections 2 to 57, inclusive,

of this act.

Sec. 58. Chapter 78 of NRS is hereby amended by adding thereto a

new section to read as follows:

Sec. 59. NRS 78.010 is hereby amended to read as follows:

78.010 1. As used in this chapter:

(a) "Approval" and "vote" as describing action by the directors or

stockholders mean the vote of directors in person or by written consent or

of stockholders in person, by proxy or by written consent.

(b) "Articles," "articles of incorporation" and "certificate of

incorporation" are synonymous terms and unless the context otherwise

exchange filed pursuant to NRS 92A.200 to 92A.240, inclusive. Unless the

context otherwise requires, these terms include restated articles and

certificates of incorporation.

(c) "Directors" and "trustees" are synonymous terms

. (d) "Receiver" includes receivers and trustees appointed by a court as

provided in this chapter or in chapter 32 of NRS.

(e) "Registered office" means the office maintained at the street address

of the resident agent.

(f) "Resident agent" means the agent appointed by the corporation upon

whom process or a notice or demand authorized by law to be served upon

the corporation may be served.

stock ledger of the corporation.

2. 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.

Sec. 60. NRS 78.029 is hereby amended to read as follows:

may authorize the secretary of state in writing to replace any page of a

filing, and to accept the page as if it were part of the originally signed

Sec. 61. NRS 78.030 is hereby amended to read as follows:

78.030 1. One or more persons may establish a corporation 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:

of state articles of incorporation; and

(b) Filing a certificate of acceptance of appointment, executed by the

resident agent of the corporation, in the office of the secretary of state.

2. The articles of incorporation must be as provided in NRS 78.035,

and the secretary of state shall require them to be in the form prescribed. If

any articles are defective in this respect, the secretary of state shall return

them for correction.

Sec. 62. NRS 78.035 is hereby amended to read as follows:

78.035 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 acorporate name except with an additional word or words such

as "Incorporated," "Limited," "Inc.," "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, the street address of the resident agent where process may be served

upon the corporation, and the mailing address of the resident agent if

different from the street address.

3. The number of shares the corporation is authorized to issue and, if

more than one class or series of stock is authorized, the classes, the series

and the number of shares of each class or series which the corporation is

authorized to issue, unless the articles authorize the board of directors to fix

and determine in a resolution the classes, series and numbers of each class

or series as provided in NRS 78.195 and 78.196.

box or street addresses, either 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 as provided in NRS 78.115.

5. The name and post office box or street address, either residence or

business of each of the incorporators executing the articles of

incorporation.

Sec. 63. NRS 78.039 is hereby amended to read as follows:

78.039 1. The name proposed for a corporation must be

proposed name is not so distinguishable, the secretary of state shall return

the articles of incorporation containing the proposed name to the

requested similar name accompanies the articles of incorporation.

2. For the purposes of this section and NRS 78.040, a proposed name

reserved name solely because one or the other contains distinctive lettering,

these.

78.040 1. The secretary of state, when requested so to do, shall

reserve, for a period of 90 days, the right to use any name available under

NRS 78.039, for the use of any proposed corporation. During the period, a

the reservation was made.

secretary of state.

Sec. 65. NRS 78.097 is hereby amended to read as follows:

secretary of state a signed statement for each corporation that he is

unwilling to continue to act as the agent of the corporation for the service

resignation is not effective until the signed statement is filed with the

secretary of state.

for that corporation. A certificate of acceptance executed by the new

resident agent, stating the full name, complete street address and, if

different from the street address, mailing address of the new resident agent,

must accompany the statement appointing a successor resident agent.

3. Upon the filing of the statement of resignation with the secretary of

state the capacity of the resigning person as resident agent terminates. If the

statement of resignation contains no statement by the corporation

appointing a successor resident agent, the resigning resident agent shall

immediately give written notice, by mail, to the corporation of the filing of

the statement and its effect. The notice must be addressed to any officer of

the corporation other than the resident agent.

4. If a resident agent dies, resigns or removes from the state, the

corporation, within 30 days thereafter, shall file with the secretary of state a

certificate of acceptance executed by the new resident agent. The certificate

must set forth the full name and complete street address of the new resident

agent for the service of process, and may have a separate mailing address,

such as post office box, which may be different from the street address. 5. A corporation that fails to file a certificate of acceptance executed

by the new resident agent within 30 days after the death, resignation or

removal of its former resident agent shall be deemed in default and is

subject to the provisions of NRS 78.170 and 78.175.

Sec. 66. NRS 78.110 is hereby amended to read as follows:

secretary of state a certificate of change signed by an officer of the

corporation which sets forth:

or attached to the certificate of change.

Sec. 67. NRS 78.138 is hereby amended to read as follows:

78.138 1. Directors and officers shall exercise their powers in good

faith and with a view to the interests of the corporation.

2. In performing their respective duties, directors and officers are

entitled to rely on information, opinions, reports, books of account or

statements, including financial statements and other financial data, that are

prepared or presented by:

(a) One or more directors, officers or employees of the corporation

reasonably believed to be reliable and competent in the matters prepared or

presented;

(b) Counsel, public accountants, or other persons as to matters

professional or expert competence; or

(c) A committee on which the director or officer relying thereon does

not serve, established in accordance with NRS 78.125, as to matters within

the committee's designated authority and matters on which the committee is

reasonably believed to merit confidence,

but a director or officer is not entitled to rely on such information, opinions,

reports, books of account or statements if he has knowledge concerning the

matter in question that would cause reliance thereon to be unwarranted.

view to the interests of the corporation, may consider:

(a) The interests of the corporation's employees, suppliers, creditors and

customers;

(b) The economy of the state and nation;

(c) The interests of the community and of society; and

(d) The long-term as well as short-term interests of the corporation and

its stockholders, including the possibility that these interests may be best

served by the continued independence of the corporation.

any causes of action against the corporation or its directors or officers.

Sec. 68. NRS 78.150 is hereby amended to read as follows:

on or before the first day of the second month after the filing of its articles

of incorporation with the secretary of state, file with the secretary of state a

list, on a form furnished by him, containing:

(a) The name of the corporation;

(b) The file number of the corporation, if known;

(d) The mailing or street address, either residence or business, of each

officer and director listed, following the name of the officer or director; and (e) The signature of an officer of the corporation certifying that the list

is true, complete and accurate.

2. The corporation shall annually thereafter, on or before the last day

of the month in which the anniversary date of incorporation occurs in each

year, file with the secretary of state, on a form furnished by him, an

fee of $85.

4. The secretary of state shall, 60 days before the last day for filing the

annual list required by subsection 2, cause to be mailed to each corporation

which is required to comply with the provisions of NRS 78.150 to 78.185,

inclusive, and which has not become delinquent, a notice of the fee due

pursuant to subsection 3 and a reminder to file a list of officers and

receive a notice or form does not excuse it from the penalty imposed by

law.

5. If the list to be filed pursuant to the provisions of subsection 1 or 2

is defective in any respect or the fee required by subsection 3 or 7 is not

paid, the secretary of state may return the list for correction or payment.

6. An annual list for a corporation not in default which is received by

the secretary of state more than 60 days before its due date shall be deemed

7. If the corporation is an association as defined in NRS 116.110315,

the secretary of state shall not accept the filing required by this section

unless it is accompanied by the fee required to be paid pursuant to NRS

116.31155.

Sec. 69. NRS 78.155 is hereby amended to read as follows:

or annual list of officers and directors and designation of resident agent

corporation constitutes a certificate authorizing it to transact its business

within this state until the last day of the month in which the anniversary of

its incorporation occurs in the next succeeding calendar year. If the

corporation desires a formal certificate upon its payment of the initial or

annual fee, its payment must be accompanied by a self-addressed, stamped

envelope.

Sec. 70. NRS 78.185 is hereby amended to read as follows:

78.185 1. Except as otherwise provided in subsection 2, if a

corporation applies to reinstate or revive its charter but its name has been

shall in its application for reinstatement submit in writing to the secretary of

state some other name under which it desires its corporate existence to be

reinstated or revived. If that name is distinguishable from all other names

shall issue to the applying corporation a certificate of reinstatement or

revival under that new name.

consent of the artificial person having a name, or the person who has

reserved a name, which is not distinguishable from the old name of the

applying corporation or a new name it has submitted, it may be reinstated

or revived under that name.

3. For the purposes of this section, a proposed name is not

Sec. 71. NRS 78.195 is hereby amended to read as follows:

78.195 1. If a corporation desires to have more than one class or

series of stock, the articles of incorporation must prescribe, or vest

authority in the board of directors to prescribe, the classes, series and the

number of each class or series of stock and the voting powers, designations,

preferences, limitations, restrictions and relative rights of each class or

series of stock. If more than one class or series of stock is authorized, the

articles of incorporation or the resolution of the board of directors passed

pursuant to a provision of the articles must prescribe a distinguishing

designation for each class and series. The voting powers, designations,

preferences, limitations, restrictions, relative rights and distinguishing

designation of each class or series of stock must be described in the articles

of incorporation or the resolution of the board of directors before the

issuance of shares of that class or series.

2. All shares of a series must have voting powers, designations,

preferences, limitations, restrictions and relative rights identical with those

of other shares of the same series and, except to the extent otherwise

provided in the description of the series, with those of other series of the

same class. 3. Unless otherwise provided in the articles of incorporation, no stock

issued as fully paid up may ever be assessed and the articles of

incorporation must not be amended in this particular.

4. Any rate, condition or time for payment of distributions on any class

or series of stock may be made dependent upon any fact or event which

may be ascertained outside the articles of incorporation or the resolution

providing for the distributions adopted by the board of directors if the

manner in which a fact or event may operate upon the rate, condition or

time of payment for the distributions is stated in the articles of

incorporation or the resolution.

corporation from taking action to protect the interests of the corporation

and its stockholders, including, but not limited to, adopting or executing

plans, arrangements or instruments that deny rights, privileges, power or

authority to a holder of a specified number of shares or percentage of share

ownership or voting power.

Sec. 72. NRS 78.196 is hereby amended to read as follows:

78.196 1. Each corporation must have:

voting rights; and

receive the net assets of the corporation upon dissolution.

If the articles of incorporation provide for only one class of stock, that class

of stock has unlimited voting rights and is entitled to receive the net assets

of the corporation upon dissolution.

2. The articles of incorporation, or a resolution of the board of

stock that:

(a) Have special, conditional or limited voting powers, or no right to

(b) Are redeemable or convertible:

(1) At the option of the corporation, the stockholders or another

person, or upon the occurrence of a designated event;

(2) For cash, indebtedness, securities or other property; or

(3) In a designated amount or in an amount determined in accordance

with a designated formula or by reference to extrinsic data or events;

(c) Entitle the stockholders to distributions calculated in any manner,

including dividends that may be cumulative, noncumulative or partially

cumulative;

to distributions, including dividends and distributions upon the dissolution

of the corporation;

(e) Have par value; or

(f) Have powers, designations, preferences, limitations, restrictions and

relative rights dependent upon any fact or event which may be ascertained

outside of the articles of incorporation or the resolution if the manner in

which the fact or event may operate on such class or series of stock is stated

in the articles of incorporation or the resolution.

3. The description of voting powers, designations, preferences,

Sec. 73. NRS 78.320 is hereby amended to read as follows:

78.320 1. Unless this chapter, the articles of incorporation or the

bylaws provide for different proportions:

(a) A majority of the voting power, which includes the voting power that

is present in person or by proxy, regardless of whether the proxy has

authority to vote on all matters, constitutes a quorum for the transaction of

business; and

(b) Action by the stockholders on a matter other than the election of

directors is approved if the number of votes cast in favor of the action

exceeds the number of votes cast in opposition to the action.

2. Unless otherwise provided in the articles of incorporation or the

bylaws, any action required or permitted to be taken at a meeting of the

a written consent thereto is signed by stockholders holding at least a

majority of the voting power, except that if a different proportion of voting

power is required for such an action at a meeting, then that proportion of

written consents is required.

3. In no instance where action is authorized by written consent need a

meeting of stockholders be called or notice given.

4. Unless otherwise restricted by the articles of incorporation or

bylaws, stockholders may participate in a meeting of stockholders by means

of a telephone conference or similar method of communication by which all

persons participating in the meeting can hear each other. Participation in a

meeting pursuant to this subsection constitutes presence in person at the

meeting. Sec. 74. NRS 78.330 is hereby amended to read as follows:

78.330 1. Unless elected pursuant to NRS 78.320, directors of every

corporation must be elected at the annual meeting of the stockholders by a

plurality of the votes cast at the election. Unless otherwise provided in the

bylaws, the board of directors have the authority to set the date, time and

place for the annual meeting of the stockholders. If for any reason directors

are not elected pursuant to NRS 78.320 or at the annual meeting of the

stockholders, they may be elected at any special meeting of the

stockholders which is called and held for that purpose.

2. The articles of incorporation or the bylaws may provide for the

classification of directors as to the duration of their respective terms of

office or as to their election by one or more authorized classes or series of

shares, but at least one-fourth in number of the directors of every

3. The articles of incorporation may provide that the voting power of

individual directors or classes of directors may be greater than or less than

that of any other individual directors or classes of directors, and the

different voting powers may be stated in the articles of incorporation or

may be dependent upon any fact or event that may be ascertained outside

the articles of incorporation if the manner in which the fact or event may

operate on those voting powers is stated in the articles of incorporation. If

the articles of incorporation provide that any directors may have voting

power greater than or less than other directors, every reference in this

chapter to a majority or other proportion of directors shall be deemed to

refer to a majority or other proportion of the voting power of all of the

directors or classes of directors, as may be required by the articles of

incorporation.

Sec. 75. NRS 78.335 is hereby amended to read as follows:

removed from office by the vote of stockholders representing not less than

two-thirds of the voting power of the issued and outstanding stock entitled

elect one or more directors, unless otherwise provided in the articles of

incorporation, removal of any such director requires only the proportion of

votes, specified in subsection 1, of the holders of that class or series, and

not the votes of the outstanding shares as a whole.

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 of

incorporation.

one or more directors give notice of his or their 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 to hold office during the remainder of the term of

office of the resigning director or directors.

Sec. 76. NRS 78.350 is hereby amended to read as follows:

78.350 1. Unless otherwise provided in the articles of incorporation,

or in the resolution providing for the issuance of the stock adopted by the

board of directors pursuant to authority expressly vested in it by the

provisions of the articles of incorporation, every stockholder of record of a

corporation is entitled at each meeting of stockholders thereof to one vote

for each share of stock standing in his name on the records of the

corporation. If the articles of incorporation, or the resolution providing for

the issuance of the stock adopted by the board of directors pursuant to

authority expressly vested in it by the articles of incorporation, provides for

more or less than one vote per share for any class or series of shares on any

matter, every reference in this chapter to a majority or other proportion of

stock shall be deemed to refer to a majority or other proportion of the

voting power of all of the shares or those classes or series of shares, as may

be required by the articles of incorporation, or in the resolution providing

for the issuance of the stock adopted by the board of directors pursuant to

authority expressly vested in it by the provisions of the articles of

incorporation, or the provisions of this chapter.

2. Unless contrary provisions are contained in the articles of

incorporation, the directors may prescribe a period not exceeding 60 days

before any meeting of the stockholders during which no transfer of stock on

to notice of and to vote at such meetings must be determined. Only

3. The provisions of this section do not restrict the directors from

taking action to protect the interests of the corporation and its stockholders,

including, but not limited to, adopting or executing plans, arrangements or

instruments that deny rights, privileges, power or authority to a holder or

holders of a specified number of shares or percentage of share ownership or

voting power.

Sec. 77. NRS 78.370 is hereby amended to read as follows:

stockholders are required or authorized to take any action at a meeting, the

notice of the meeting must be in writing and signed by the president or a

vice president, or the secretary, or an assistant secretary, or by such other

natural person or persons as the bylaws may prescribe or permit or the

directors may designate.

2. The notice must state the purpose or purposes for which the meeting

is called and the time when, and the place, which may be within or without

this state, where it is to be held.

3. A copy of the notice must be delivered personally or mailed postage

prepaid to each stockholder of record entitled to vote at the meeting not

less than 10 nor more than 60 days before the meeting. If mailed, it must be

directed to the stockholder at his address as it appears upon the records of

the corporation, and upon the mailing of any such notice the service thereof

is complete, and the time of the notice begins to run from the date upon

which the notice is deposited in the mail for transmission to the

stockholder. Personal delivery of any such notice to any officer of a

corporation or association, or to any member of a partnership, constitutes

delivery of the notice to the corporation, association or partnership.

4. The articles of incorporation or the bylaws may require that the

notice be also published in one or more newspapers.

5. Notice delivered or mailed to a stockholder in accordance with the

provisions of this section and the provisions, if any, of the articles of

incorporation or the bylaws is sufficient, and in the event of the transfer of

his stock after such delivery or mailing and before the holding of the

meeting it is not necessary to deliver or mail notice of the meeting to the

transferee.

6. Any stockholder may waive notice of any meeting by a writing

signed by him, or his duly authorized attorney, either before or after the

meeting. 7. Unless otherwise provided in the articles of incorporation or the

this chapter or the articles of incorporation or bylaws of any corporation, to

any stockholder to whom:

(a) Notice of two consecutive annual meetings, and all notices of

meetings or of the taking of action by written consent without a meeting to

him during the period between those two consecutive annual meetings; or

(b) All, and at least two, payments sent by first-class mail of dividends

or interest on securities during a 12-month period,

have been mailed addressed to him at his address as shown on the records

of the corporation and have been returned undeliverable, the giving of

further notices to him is not required. Any action or meeting taken or held

without notice to such a stockholder has the same effect as if the notice had

been given. If any such stockholder delivers to the corporation a written

notice setting forth his current address, the requirement that notice be given

to him is reinstated. If the action taken by the corporation is such as to

require the filing of a certificate under any of the other sections of this

chapter, the certificate need not state that notice was not given to persons to

whom notice was not required to be given pursuant to this subsection.

Sec. 78. NRS 78.378 is hereby amended to read as follows:

corporation unless the articles of incorporation or bylaws of the corporation

in effect on the 10th day following the acquisition of a controlling interest

by an acquiring person provide that the provisions of those sections do not

2. The articles of incorporation, the bylaws or a resolution adopted by

the directors of the issuing corporation may impose stricter requirements on

the acquisition of a controlling interest in the corporation than the

provisions of NRS 78.378 to 78.3793, inclusive.

3. The provisions of NRS 78.378 to 78.3793, inclusive, do not restrict

the directors of an issuing corporation from taking action to protect the

interests of the corporation and its stockholders, including, but not limited

to, adopting or executing plans, arrangements or instruments that deny

rights, privileges, power or authority to a holder of a specified number of

shares or percentage of share ownership or voting power. Sec. 79. NRS 78.3787 is hereby amended to read as follows:

78.3787 "Interested stockholder" means a person who directly or

issuing corporation and who is:

1. An acquiring person;

Sec. 80. NRS 78.3788 is hereby amended to read as follows:

78.3788 "Issuing corporation" means a corporation which is organized

in this state and which:

2. Does business in this state directly or through an affiliated

corporation.

Sec. 81. NRS 78.3791 is hereby amended to read as follows:

78.3791 Except as otherwise provided by the articles of incorporation

of the issuing corporation, a resolution of the stockholders granting voting

rights to the control shares acquired by an acquiring person must be

approved by:

1. The holders of a majority of the voting power of the corporation;

and

2. If the acquisition will result in any change of the kind described in

subsection 3 of NRS 78.390, the holders of a majority of each class or

series affected,

Sec. 82. NRS 78.380 is hereby amended to read as follows:

directors of any corporation, before issuing any stock, may amend the

original articles of incorporation thereof as may be desired by executing

of incorporation, and filing with the secretary of state a certificate

amending, modifying, changing or altering the original articles, in whole or

in part. The certificate must:

(a) Declare that the signers thereof are at least two-thirds of the

incorporators or of the board of directors of the corporation, and state the

corporation's name.

(b) State the date upon which the original articles thereof were filed with

the secretary of state.

(c) Affirmatively declare that to the date of the certificate, no stock of

the corporation has been issued.

2. The amendment is effective upon the filing of the certificate with the

secretary of state.

3. This section does not permit the insertion of any matter not in

conformity with this chapter. Sec. 83. NRS 78.385 is hereby amended to read as follows:

incorporation in any of the following respects:

(a) By addition to its corporate powers and purposes, or diminution

thereof, or both.

(b) By substitution of other powers and purposes, in whole or in part, for

those prescribed by its articles of incorporation.

(c) By increasing, decreasing or reclassifying its authorized stock, by

changing the number, par value, preferences, or relative, participating,

optional or other rights, or the qualifications, limitations or restrictions of

such rights, of its shares, or of any class or series of any class thereof

whether or not the shares are outstanding at the time of the amendment, or

by changing shares with par value, whether or not the shares are

outstanding at the time of the amendment, into shares without par value or

by changing shares without par value, whether or not the shares are

outstanding at the time of the amendment, into shares with par value, either

with or without increasing or decreasing the number of shares, and upon

such basis as may be set forth in the certificate of amendment.

(d) By changing the name of the corporation.

(e) By making any other change or alteration in its articles of

incorporation that may be desired.

2. All such changes or alterations may be effected by one certificate of

amendment; but any articles of incorporation so amended, changed or

altered, may contain only such provisions as it would be lawful and proper

to insert in original articles of incorporation, pursuant to NRS 78.035 and

the time of making the amendment.

Sec. 84. NRS 78.390 is hereby amended to read as follows:

NRS 78.385 must be made in the following manner:

(a) The board of directors must adopt a resolution setting forth the

amendment proposed and declaring its advisability, and call a meeting,

either annual or special, of the stockholders entitled to vote for the

consideration thereof.

(b) At the meeting, of which notice must be given to each stockholder

entitled to vote pursuant to the provisions of this section, a vote of the

stockholders entitled to vote in person or by proxy must be taken for and

against the proposed amendment. If it appears upon the canvassing of the

votes that stockholders holding shares in the corporation entitling them to

exercise at least a majority of the voting power, or such greater proportion

of the voting power as may be required in the case of a vote by classes or

series, as provided in subsections 3 and 5, or as may be required by the

provisions of the articles of incorporation, have voted in favor of the

amendment, the president, or vice president, and secretary, or assistant

secretary, shall execute a certificate setting forth the amendment, or setting

office of the secretary of state.

2. Upon filing the certificate the articles of incorporation are amended

accordingly.

3. If any proposed amendment would alter or change any preference or

any relative or other right given to any class or series of outstanding shares,

then the amendment must be approved by the vote, in addition to the

affirmative vote otherwise required, of the holders of shares representing a

majority of the voting power of each class or series affected by the

amendment regardless of limitations or restrictions on the voting power

thereof.

4. Provision may be made in the articles of incorporation requiring, in

the case of any specified amendments, a larger proportion of the voting

power of stockholders than that required by this section.

5. Different series of the same class of shares do not constitute

different classes of shares for the purpose of voting by classes except when

the series is adversely affected by an amendment in a different manner than

other series of the same class.

Sec. 85. NRS 78.427 is hereby amended to read as follows:

78.427 1. "Resident domestic corporation" is limited to a domestic

2. A resident domestic corporation does not cease to be a resident

domestic corporation by reason of events occurring or actions taken while

the resident domestic corporation is subject to NRS 78.411 to 78.444,

inclusive.

Sec. 86. NRS 78.575 is hereby amended to read as follows:

beginning the business for which the corporation was created, the

incorporators or the board of directors named in the articles of

incorporation may dissolve a corporation by filing in the office of the

the incorporators or of the board of directors named in the articles of

incorporation, stating that no part of the capital has been paid and the

business has not begun, and thereupon the corporation is dissolved.

Sec. 87. NRS 78.730 is hereby amended to read as follows:

laws of this state may, upon complying with the provisions of NRS 78.180,

procure a renewal or revival of its charter for any period, together with all

the rights, franchises, privileges and immunities, and subject to all its

existing and preexisting debts, duties and liabilities secured or imposed by

its original charter and amendments thereto, or existing charter, by filing:

(a) A certificate with the secretary of state, which must set forth

: (1) The name of the corporation, which must be the name of the

corporation at the time of the renewal or revival, or its name at the time its

original charter expired.

(2) The name of the person designated as the resident agent of the

corporation, his street address for the service of process, and his mailing

address if different from his street address.

(3) The date when the renewal or revival of the charter is to

commence or be effective, which may be, in cases of a revival, before the

date of the certificate.

(4) Whether or not the renewal or revival is to be perpetual, and, if

not perpetual, the time for which the renewal or revival is to continue.

(5) That the corporation desiring to renew or revive its charter is, or

has been, organized and carrying on the business authorized by its existing

or original charter and amendments thereto, and desires to renew or

continue through revival its existence pursuant to and subject to the

provisions of this chapter.

(b) A list of its president, secretary and treasurer and all of its directors

and their post office box or street addresses, either residence or business.

2. A corporation whose charter has not expired and is being renewed

shall cause the certificate to be signed by its president or vice president and

of the voting power of the shares.

3. A corporation seeking to revive its original or amended charter shall

cause the certificate to be signed by a person or persons designated or

the written consent of stockholders of the corporation holding at least a

majority of the voting power and must contain a recital that this consent

was secured. If no stock has been issued, the certificate must contain a

statement of that fact, and a majority of the directors then in office may

designate the person to sign the certificate. The corporation shall pay to the

secretary of state the fee required to establish a new corporation pursuant to

the provisions of this chapter.

4. The filed certificate, or a copy thereof which has been certified

under the hand and seal of the secretary of state, must be received in all

courts and places as prima facie evidence of the facts therein stated and of

the existence and incorporation of the corporation therein named.

Sec. 88. NRS 78.765 is hereby amended to read as follows:

78.765 1. The fee for filing a certificate changing the number of

authorized shares pursuant to NRS 78.209 or a certificate of amendment to

articles of incorporation that increases the corporation's authorized stock or

a certificate of correction that increases the corporation's authorized stock

is the difference between the fee computed at the rates specified in NRS78.760 upon the total authorized stock of the corporation, including the

proposed increase, and the fee computed at the rates specified in NRS

78.760 upon the total authorized capital, excluding the proposed increase.

In no case may the amount be less than $75.

2. The fee for filing a certificate of amendment to articles of

incorporation that does not increase the corporation's authorized stock or a

certificate of correction that does not increase the corporation's authorized

stock is $75.

amended certificate pursuant to NRS 78.1955 is $75.

Sec. 89. NRS 78.770 is hereby amended to read as follows:

domestic corporations is the difference between the fee computed at the

rates specified in NRS 78.760 upon the aggregate authorized stock of the

corporation created by the merger and the fee so computed upon the

aggregate amount of the total authorized stock of the constituent

corporations.

2. The fee for filing articles of merger of one or more domestic

corporations with one or more foreign corporations is the difference

between the fee computed at the rates specified in NRS 78.760 upon the

aggregate authorized stock of the corporation created by the merger and the

fee so computed upon the aggregate amount of the total authorized stock of

the constituent corporations which have paid fees as required by NRS

78.760 and 80.050.

case may the amount paid pursuant to subsection 2 exceed $25,000.

4. The fee for filing articles of exchange is $125.

Sec. 90. NRS 78.795 is hereby amended to read as follows:

this state may, on or after January 1 of any year but before January 31 of

that year, register his willingness to serve as the resident agent of a

domestic or foreign corporation, limited-liability company or limited

partnership with the secretary of state. The registration must be

2. The secretary of state shall maintain a list of those persons who are

registered pursuant to subsection 1 and make the list available to persons

seeking to do business in this state.

Sec. 91. NRS 78A.030 is hereby amended to read as follows:

become a close corporation pursuant to this chapter by executing,

certificate of amendment of the certificate of incorporation which must:

(a) Contain a statement that the corporation elects to become a close

corporation; and

(b) Meet the requirements of subsection 2 of NRS 78A.020

. 2. Except as otherwise provided in subsection 3, the amendment must

be adopted in accordance with the requirements of NRS 78.390.

3. The amendment must be approved by a vote of the holders of record

of at least two-thirds of the shares of each class of stock of the corporation

that are outstanding and entitled to vote, unless the articles of incorporation

or bylaws require approval by a greater proportion.

Sec. 92. NRS 78A.090 is hereby amended to read as follows:

78A.090 1. A close corporation may operate without a board of

directors if the certificate of incorporation contains a statement to that

effect.

2. An amendment to the certificate of incorporation eliminating a board

of directors must be approved:

(a) By all the shareholders of the corporation, whether or not otherwise

entitled to vote on amendments; or

(b) If no shares have been issued, by all subscribers for shares, if any, or

if none, by the incorporators.

3. While a corporation is operating without a board of directors as

authorized by subsection 1:

(a) All corporate powers must be exercised by or under the authority of,

and the business and affairs of the corporation managed under the direction

of, the shareholders.

(b) Unless the articles of incorporation provide otherwise:

(1) Action requiring the approval of the board of directors or of both

the board of directors and the shareholders is authorized if approved by the

shareholders; and

(2) Action requiring a majority or greater percentage vote of the

board of directors is authorized if approved by the majority or greater

percentage of votes of the shareholders entitled to vote on the action.

(c) A requirement by a state or the United States that a document

delivered for filing contain a statement that specified action has been taken

by the board of directors is satisfied by a statement that the corporation is a

close corporation without a board of directors and that the action was

approved by the shareholders.

(d) The shareholders by resolution may appoint one or more

shareholders to sign documents as designated directors.

4. An amendment to the articles of incorporation that deletes the

provision which eliminates a board of directors must be approved by the

holders of at least two-thirds of the votes of each class or series of shares of

the corporation, voting as separate voting groups, whether or not otherwise

entitled to vote on amendments. The amendment must specify the number,

names and mailing addresses of the directors of the corporation or describe

who will perform the duties of the board of directors.

terminates if one or more of the provisions or conditions of this chapter

cease to exist or be fulfilled unless:

(a) Within 30 days after the occurrence of the event, or within 30 days

after the event has been discovered by the corporation, whichever is later,

condition included in the certificate of incorporation to qualify the

corporation as a close corporation has ceased to be applicable and furnishes

a copy of the certificate to each stockholder; and

(b) The corporation, concurrently with the filing of a certificate, takes

such steps as are necessary to correct the situation that threatens the status

as a close corporation, including the refusal to register the transfer of stock

which has been wrongfully transferred as provided by NRS 78A.050 or

commencing a proceeding under subsection 2.

2. Upon the suit of the close corporation or any stockholder, the court

has jurisdiction to:

(a) Issue all orders necessary to prevent the corporation from losing its

status as a close corporation.

(b) Restore the status of the corporation as a close corporation by

enjoining or setting aside any act or threatened act on the part of the

corporation or a stockholder that would be inconsistent with any of the

provisions or conditions required or permitted by this chapter to be stated

in the certificate of incorporation of a close corporation, unless it is an act

approved in accordance with NRS 78A.050.

(c) Enjoin or set aside any transfer or threatened transfer of stock of a

close corporation that is contrary to the terms of the certificate of

incorporation or of any permitted restriction on transfer.

(d) Enjoin any public offering or threatened public offering of stock of

the close corporation.

Sec. 94. Chapter 80 of NRS is hereby amended by adding thereto the

provisions set forth as sections 94.1, 94.4 and 94.7 of this act.

Sec. 95. NRS 80.007 is hereby amended to read as follows:

2. To correct a document, the corporation shall:

(a) Prepare a certificate of correction which:

(1) States the name of the corporation;

(2) Describes the document, including, without limitation, its filing

date;

(3) Specifies the incorrect statement and the reason it is incorrect or

defective;

(4) Corrects the incorrect statement or defective execution; and

(5) Is signed by an officer of the corporation; and

(b) Deliver the certificate to the secretary of state for filing.

3. A certificate of correction is effective on the effective date of the

document it corrects except as to persons relying on the uncorrected

document and adversely affected by the correction. As to those persons, the

certificate is effective when filed.

Sec. 96. NRS 80.010 is hereby amended to read as follows:

80.010 1. Before commencing or doing any business in this state,

every corporation organized pursuant to the laws of another state, territory,

the District of Columbia, a dependency of the United States or a foreign

country, that enters this state to do business must:

(a) File in the office of the secretary of state of this state:

(1) A certificate of corporate existence issued not more than 90 days

before the date of filing by an authorized officer of the jurisdiction of its

incorporation setting forth the filing of documents and instruments related

to the articles of incorporation, or the governmental acts or other instrument

or authority by which the corporation was created. If the certificate is in a

language other than English, a translation, together with the oath of the

translator and his attestation of its accuracy, must be attached to the

certificate.

(2) A certificate of acceptance of appointment executed by its resident

agent, who must be a resident or located in this state. The certificate must

set forth the name of the resident agent, his street address for the service of

process, and his mailing address if different from his street address. The

street address of the resident agent is the registered office of the

corporation in this state.

forth:

(I) A general description of the purposes of the corporation; and

(II) The authorized stock of the corporation and the number and

par value of shares having par value and the number of shares having no

par value. (b) Lodge in the office of the secretary of state a copy of the document

most recently filed by the corporation in the jurisdiction of its incorporation

setting forth the authorized stock of the corporation, the number of

par-value shares and their par value, and the number of no-par-value shares.

2. The secretary of state shall not file the documents required by

requested similar name accompanies the articles of incorporation.

3. The secretary of state shall not accept for filing the documents

required by subsection 1 or NRS 80.110 for any foreign corporation if the

name of the corporation contains the words "engineer," "engineered,"

"engineering," "professional engineer" or "licensed engineer" unless the

state board of professional engineers and land surveyors certifies that:

(a) The principals of the corporation are licensed to practice engineering

pursuant to the laws of this state; or

(b) The corporation is exempt from the prohibitions of NRS 625.520.

4. The secretary of state shall not accept for filing the documents

required by subsection 1 or NRS 80.110 for any foreign corporation if it

appears from the documents that the business to be carried on by the

corporation is subject to supervision by the commissioner of financial

institutions, unless the commissioner certifies that:

(a) The corporation has obtained the authority required to do business in

this state; or

(b) The corporation is not subject to or is exempt from the requirements

for obtaining such authority.

Sec. 97. NRS 80.012 is hereby amended to read as follows:

80.012 1. The secretary of state, when requested so to do, shall

corporation. During the period, a name so reserved is not available for use

whose request the reservation was made.

Sec. 98. NRS 80.015 is hereby amended to read as follows:

80.015 1. For the purposes of this chapter, the following activities do

not constitute doing business in this state:

(a) Maintaining, defending or settling any proceeding;

(b) Holding meetings of the board of directors or stockholders or

carrying on other activities concerning internal corporate affairs;

(c) Maintaining bank accounts;

(d) Maintaining offices or agencies for the transfer, exchange and

registration of the corporation's own securities or maintaining trustees or

depositaries with respect to those securities;

(e) Making sales through independent contractors;

(f) Soliciting or receiving orders outside of this state through or in

response to letters, circulars, catalogs or other forms of advertising,

accepting those orders outside of this state and filling them by shipping

goods into this state;

(g) Creating or acquiring indebtedness, mortgages and security interests

in real or personal property;

(h) Securing or collecting debts or enforcing mortgages and security

interests in property securing the debts;

(i) Owning, without more, real or personal property;

(j) Isolated transactions completed within 30 days and not a part of a

series of similar transactions;

(k) The production of motion pictures as defined in NRS 231.020;

(l) Transacting business as an out-of-state depository institution pursuant

to the provisions of Title 55 of NRS; and

(m) Transacting business in interstate commerce.

2. The list of activities in subsection 1 is not exhaustive.

3. A person who is not doing business in this state within the meaning

of this section need not qualify or comply with any provision of NRS

Title 55 or 56 of NRS unless he:

(a) Maintains an office in this state for the transaction of business; or

(b) Solicits or accepts deposits in the state, except pursuant to the

provisions of chapter 666 or 666A of NRS.

Sec. 99. NRS 80.030 is hereby amended to read as follows:

state shall, within 30 days after the filing of any document amendatory or

otherwise relating to the original articles in the place of its creation, file in

the office of the secretary of state: (a) A copy of the document certified by an authorized officer of the

place of its creation, or a certificate evidencing the filing, issued by the

authorized officer of the place of its creation with whom the document was

filed; and

reflected by the filing of the document, showing its relation to the name,

authorized capital stock, or general purposes.

2. When a foreign corporation authorized to do business in this state

becomes a constituent of a merger permitted by the laws of the state or

country in which it is incorporated, it shall, within 30 days after the merger

becomes effective, file a copy of the agreement of merger filed in the place

of its creation, certified by an authorized officer of the place of its creation,

or a certificate, issued by the proper officer of the place of its creation,

attesting to the occurrence of the event, in the office of the secretary of

state.

3. The secretary of state may revoke the right of a foreign corporation

to transact business in this state if it fails to file the documents required by

this section or pay the fees incident to that filing.

Sec. 100. NRS 80.070 is hereby amended to read as follows:

80.070 1. A foreign corporation may change its resident agent by

filing with the secretary of state:

2. A person who has been designated by a foreign corporation as

resident agent may file with the secretary of state a signed statement that he

is unwilling to continue to act as the agent of the corporation for the service

3. Upon the filing of the statement of resignation with the secretary of

state, the capacity of the resigning person as resident agent terminates. If

statement of the corporation appointing a successor resident agent, the

resigning resident agent shall give written notice, by mail, to the

corporation, of the filing of the statement and its effect. The notice must be

addressed to any officer of the corporation other than the resident agent.

4. If a resident agent dies, resigns or moves from the state, the

corporation, within 30 days thereafter, shall file with the secretary of state acertificate of acceptance executed by the new resident agent. The certificate

must set forth the name of the new resident agent, his street address for the

service of process, and his mailing address if different from his street

address.

5. A corporation that fails to file a certificate of acceptance executed

removal of its resident agent shall be deemed in default and is subject to the

provisions of NRS 80.150 and 80.160.

Sec. 101. NRS 80.110 is hereby amended to read as follows:

filing of its certificate of corporate existence with the secretary of state, and

annually thereafter on or before the last day of the month in which the

anniversary date of its qualification to do business in this state occurs in

list of its president, secretary and treasurer or their equivalent, and all of its

directors and a designation of its resident agent in this state, signed by an

officer of the corporation.

2. Upon filing the list and designation, the corporation shall pay to the

secretary of state a fee of $85.

3. The secretary of state shall, 60 days before the last day for filing the

annual list required by subsection 1, cause to be mailed to each corporation

required to comply with the provisions of NRS 80.110 to 80.170, inclusive,

which has not become delinquent, the blank forms to be completed and

filed with him. Failure of any corporation to receive the forms does not

excuse it from the penalty imposed by the provisions of NRS 80.110 to

80.170, inclusive.

4. An annual list for a corporation not in default which is received by

the secretary of state more than 60 days before its due date shall be deemed

Sec. 102. NRS 80.120 is hereby amended to read as follows:

or annual list of officers and directors and designation of resident agent

corporation constitutes a certificate authorizing it to transact its business

within this state until the last day of the month in which the anniversary of

its qualification to transact business occurs in the next succeeding calendar

year. If the corporation desires a formal certificate upon its payment of the

initial or annual fee, its payment must be accompanied by a self-addressed,

stamped envelope.

Sec. 103. Chapter 81 of NRS is hereby amended by adding thereto the

provisions set forth as sections 103.1, 103.4 and 103.7 of this act.

Sec. 104. NRS 81.060 is hereby amended to read as follows:

(a) Subscribed by three or more of the original members, a majority of

whom must be residents of this state.

executed by the resident agent of the corporation, in the office of the

secretary of state in all respects in the same manner as other articles of

incorporation are filed.

2. If a corporation formed under NRS 81.010 to 81.160, inclusive, is

authorized to issue stock there must be paid to the secretary of state for

filing the articles of incorporation the fee applicable to the amount of

authorized stock of the corporation which the secretary of state is required

by law to collect upon the filing of articles of incorporation which authorize

the issuance of stock.

3. The secretary of state shall issue to the corporation over the great

seal of the state a certificate that a copy of the articles containing the

required statements of facts has been filed in his office.

4. Upon the issuance of the certificate by the secretary of state, the

persons signing the articles and their associates and successors are a body

politic and corporate. When so filed, the articles of incorporation or

certified copies thereof must be received in all the courts of this state, and

other places, as prima facie evidence of the facts contained therein.

Sec. 105. NRS 81.200 is hereby amended to read as follows:

inclusive, shall prepare articles of association in writing, setting forth:

(a) The name of the association.

(b) The purpose for which it is formed.

(c) The name of the person designated as the resident agent, the street

address for service of process, and the mailing address if different from the

street address.

(d) The term for which it is to exist, which may be perpetual

. (e) The number of the directors thereof, and the names and residences of

those selected for the first year.

(f) The amount which each member is to pay upon admission as a fee

for membership, and that each member signing the articles has actually paid

the fee.

(g) That the interest and right of each member therein is to be equal.

(h) The name and post office box or street address, either residence or

business, of each of the persons executing the articles of association.

2. The articles of association must be subscribed by the original

together with a certificate of acceptance of appointment executed by the

resident agent for the association, in the office of the secretary of state, who

shall furnish a certified copy thereof. From the time of the filing in the

office of the secretary of state, the association may exercise all the powers

for which it was formed.

Sec. 106. NRS 81.450 is hereby amended to read as follows:

(a) Subscribed by three or more of the original members, a majority of

whom must be residents of this state.

executed by the resident agent for the corporation, in the office of the

secretary of state in all respects in the same manner as other articles of

incorporation are filed.

2. The secretary of state shall issue to the corporation over the great

seal of the state a certificate that a copy of the articles containing the

required statements of facts has been filed in his office.

3. Upon the issuance of the certificate by the secretary of state the

persons signing the articles and their associates and successors are a body

politic and corporate. When so filed, the articles of incorporation or

certified copies thereof must be received in all the courts of this state, and

other places, as prima facie evidence of the facts contained therein.

Sec. 107. Chapter 82 of NRS is hereby amended by adding thereto the

provisions set forth as sections 108, 109 and 109.5 of this act.

Sec. 110. NRS 82.006 is hereby amended to read as follows:

have the meanings ascribed to them in those sections.

Sec. 111. NRS 82.061 is hereby amended to read as follows:

NRS 82.056 must be signed by the president or a vice president and by the

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.

office of the secretary of state.

Sec. 112. NRS 82.063 is hereby amended to read as follows:

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 itsexistence, 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

(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) 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.

acceptance of appointment executed by the resident agent of the

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.

Sec. 113. NRS 82.081 is hereby amended to read as follows:

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:

of state articles of incorporation; and

(b) Filing a certificate of acceptance of appointment, executed 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.

Sec. 114. NRS 82.086 is hereby amended to read as follows:

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.

box 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 post office box or street address, residence or

business, of each of the incorporators signing the articles of incorporation.

Sec. 115. NRS 82.096 is hereby amended to read as follows:

proposed name is not so distinguishable, the secretary of state shall return

the articles of incorporation containing it to the incorporator, unless the

accompanies the articles of incorporation.

2. For the purposes of this section and NRS 82.101, a proposed name

reserved name solely because one or the other contains distinctive lettering,

a distinctive mark, a trade-mark or a trade name, or any combination of

for use by any other artificial person.

Sec. 116. NRS 82.101 is hereby amended to read as follows:

82.101 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

the reservation was made.

Sec. 117. NRS 82.346 is hereby amended to read as follows:

if there are no members, a majority of the incorporators of a corporation

proving in the manner required for original articles, and filing with the

secretary of state, a certificate amending, modifying, changing or altering

the original articles, in whole or in part. The certificate must:

(a) Declare that the signers thereof are a majority of the original

incorporators of the corporation;

(b) State the date upon which the original articles were filed with the

secretary of state; and

(c) Affirmatively declare that to the date of the certification no meeting

of the directors has taken place and the corporation has no members other

than the incorporators.

2. The amendment is effective upon the filing of the certificate with the

secretary of state.

3. This section does not permit the insertion of any matter not in

conformity with this chapter.

4. The secretary of state shall charge the fee allowed by law for filing

the amended certificate of incorporation.

Sec. 118. NRS 82.351 is hereby amended to read as follows:

which has members who are not incorporators may amend its articles in any

of the following respects:

(a) By addition to its corporate powers and purposes, or diminution

thereof, or both.

(b) By substitution of other powers and purposes, in whole or in part, for

those prescribed by its articles of incorporation.

(c) By changing the name of the corporation.

(d) By making any other change or alteration in its articles of

incorporation that may be desired.

2. All such changes or alterations may be effected by one certificate of

amendment. Articles so amended, changed or altered may contain only

such provisions as it would be lawful and proper to insert in original

articles, pursuant to NRS 82.086 and 82.091 or the other statutes governing

the contents of the corporation's articles, if the original articles were

Sec. 119. NRS 82.356 is hereby amended to read as follows:

NRS 82.351 must be made in the following manner:

(a) The board of directors must adopt a resolution setting forth the

amendment proposed, approve it and, if the corporation has members

entitled to vote on an amendment to the articles, call a meeting, either

annual or special, of the members. The amendment must also be approved

by every public official or other person whose approval of an amendment

of articles is required by the articles.

(b) At the meeting of members, of which notice must be given to each

member entitled to vote pursuant to the provisions of this section, a vote of

the members entitled to vote in person or by proxy must be taken for and

against the proposed amendment. A majority of a quorum of the voting

power of the members or such greater proportion of the voting power of

members as may be required in the case of a vote by classes, as provided in

subsection 3, or as may be required by the articles, must vote in favor of the

amendment.

(c) Upon approval of the amendment by the directors, or if the

corporation has members entitled to vote on an amendment to the articles,

by both the directors and those members, and such other persons or public

officers, if any, as are required to do so by the articles, the chairman of the

board or the president or vice president, and the secretary or assistant

secretary, must execute a certificate setting forth the amendment, or setting

forth the articles as amended, that the public officers or other persons, if

any, required by the articles have approved the amendment, and the vote of

office of the secretary of state.

2. Upon filing the certificate, the articles of incorporation are amended

accordingly.

3. If any proposed amendment would alter or change any preference or

any relative or other right given to any class of members, then the

amendment must be approved by the vote, in addition to the affirmative

vote otherwise required, of the holders of a majority of a quorum of the

voting power of each class of members affected by the amendment

regardless of limitations or restrictions on their voting power.

4. In the case of any specified amendments, the articles may require a

larger vote of members than that required by this section.

Sec. 120. NRS 82.466 is hereby amended to read as follows:

corporations governed by this chapter as a federal court may take with

respect to corporations governed by chapter 78 of NRS under subsection 1

of NRS 78.622.

2. A corporation governed by this chapter shall file with the secretary

Sec. 121. NRS 82.471 is hereby amended to read as follows:

its ordinary business for want of funds to carry on the business, or if its

business has been and is being conducted at a great loss and greatly

prejudicial to the interest of its creditors or members, creditors holding 10

percent of the outstanding indebtedness, or members, if any, having 10

percent of the voting power to elect directors, may, by petition or bill of

complaint setting forth the facts and circumstances of the case, apply to the

district court of the county in which the registered office of the corporation

is located for a writ of injunction and the appointment of a receiver or

receivers or trustee or trustees.

2. The court, being satisfied by affidavit or otherwise of the sufficiency

of the application and of the truth of the allegations contained in the

petition or bill, and upon hearing after such notice as the court by order

may direct, shall proceed in a summary way to hear the affidavits, proofs

and allegations which may be offered in behalf of the parties.

3. If upon the inquiry it appears to the court that the corporation has

become insolvent and is not about to resume its business in a short time

thereafter, or that its business has been and is being conducted at a great

loss and greatly prejudicial to the interests of its creditors or members, so

that its business cannot be conducted with safety to the public, it may issue

an injunction to restrain the corporation and its officers and agents from

exercising any of its privileges or franchises and from collecting orreceiving any debts or paying out, selling, assigning or transferring any of

receiver appointed by the court, until the court otherwise orders.

Sec. 122. NRS 82.491 is hereby amended to read as follows:

grounds and pursuant to the same procedure as provided in the Nevada

Rules of Civil Procedure for granting a temporary restraining order. A

hearing must be held on the appointment of a temporary receiver within 15

days after the receiver's appointment, unless the appointment is extended

by order of the court or upon stipulation of the parties.

2. The court may, if good cause exists, appoint one or more receivers.

Directors or trustees who have not been guilty of negligence or active

breach of duty must be preferred in making the appointment.

3. Receivers so appointed have, among the usual powers, all the

functions, powers, tenure and duties to be exercised under the direction of

the court as are conferred on receivers and as provided in NRS 82.476 and

82.481 whether the corporation is insolvent or not.

4. The court may, at any time, grant lesser equitable relief, order a

partial liquidation, terminate the receivership, or dissolve or terminate the

corporation as would be just and proper in the circumstances.

Sec. 123. NRS 82.546 is hereby amended to read as follows:

the laws of this state may, upon complying with the provisions of NRS

78.150 and 82.193, procure a renewal or revival of its charter for any

period, together with all the rights, franchises, privileges and immunities,

and subject to all its existing and preexisting debts, duties and liabilitiessecured or imposed by its original charter and amendments thereto, or its

existing charter, by filing:

(a) A certificate with the secretary of state, which must set forth:

(1) The name of the corporation, which must be the name of the

corporation at the time of the renewal or revival, or its name at the time its

original charter expired.

(2) The name and street address of the resident agent of the filing

corporation, and his mailing address if different from his street address.

(3) The date when the renewal or revival of the charter is to

commence or be effective, which may be, in cases of a revival, before the

date of the certificate.

(4) Whether or not the renewal or revival is to be perpetual, and, if

not perpetual, the time for which the renewal or revival is to continue.

(5) That the corporation desiring to renew or revive its charter is, or

has been, organized and carrying on the business authorized by its existing

or original charter and amendments thereto, and desires to renew or

continue through revival its existence pursuant to and subject to the

provisions of this chapter.

(b) A list of its president, secretary and treasurer and all of its directors

and their post office box and street addresses, either residence or business.

2. A corporation whose charter has not expired and is being renewed

shall cause the certificate to be signed by its president or vice president and

The certificate must be approved by a majority of the last-appointed

surviving directors.

3. A corporation seeking to revive its original or amended charter shall

cause the certificate to be signed by its president or vice president and

The execution and filing of the certificate must be approved unanimously

by the last-appointed surviving directors of the corporation and must

contain a recital that unanimous consent was secured. The corporation shall

pay to the secretary of state the fee required to establish a new corporation

pursuant to the provisions of this chapter.

4. The filed certificate, or a copy thereof which has been certified

under the hand and seal of the secretary of state, must be received in all

courts and places as prima facie evidence of the facts therein stated and of

the existence and incorporation of the corporation named therein.

Sec. 124. Chapter 84 of NRS is hereby amended by adding thereto the

provisions set forth as sections 124.1, 124.4 and 124.7 of this act.

Sec. 125. NRS 84.020 is hereby amended to read as follows:

stake, president of congregation, overseer, presiding elder, district

superintendent, other presiding officer or clergyman of a church or

religious society or denomination, who has been chosen, elected or

appointed in conformity with the constitution, canons, rites, regulations or

discipline of the church or religious society or denomination, and in whom

is vested the legal title to property held for the purposes, use or benefit of

the church or religious society or denomination, may make and subscribe

executed by the resident agent of the corporation, in the office of the

secretary of state and retain possession of the other.

Sec. 126. NRS 84.060 is hereby amended to read as follows:

the person representing the corporation.

Sec. 127. NRS 84.120 is hereby amended to read as follows:

secretary of state a signed statement for each corporation sole that he is

unwilling to continue to act as the agent of the corporation for the service

resignation is not effective until the signed statement is filed with the

secretary of state.

statement of the affected corporation sole appointing a successor resident

agent for that corporation. A certificate of acceptance executed by the new

resident agent, stating the full name, complete street address and, if

different from the street address, mailing address of the new resident agent,

must accompany the statement appointing a successor resident agent.

3. Upon the filing of the statement of resignation with the secretary of

state, the capacity of the resigning person as resident agent terminates. If

the statement of resignation contains no statement by the corporation sole

appointing a successor resident agent, the resigning resident agent shall

immediately give written notice, by mail, to the corporation of the filing of

the statement and its effect. The notice must be addressed to the person in

whom is vested the legal title to property specified in NRS 84.020. 4. If a resident agent dies, resigns or removes from the state, the

corporation sole, within 30 days thereafter, shall file with the secretary of

state a certificate of acceptance executed by the new resident agent. The

certificate must set forth the full name and complete street address of the

new resident agent for the service of process, and may have a separate

mailing address, such as a post office box, which may be different from the

street address.

5. A corporation sole that fails to file a certificate of acceptance

executed by the new resident agent within 30 days after the death,

resignation or removal of its former resident agent shall be deemed in

default and is subject to the provisions of NRS 84.130 and 84.140.

Sec. 128. Chapter 86 of NRS is hereby amended by adding thereto the

provisions set forth as sections 129 to 133, inclusive, of this act.

Sec. 134. NRS 86.011 is hereby amended to read as follows:

86.011 As used in this chapter, unless the context otherwise requires,

in those sections.

Sec. 135. NRS 86.151 is hereby amended to read as follows:

by:

articles of organization for the company; and (b) Filing with the secretary of state a certificate of acceptance of

appointment, executed by the resident agent of the company.

2. Upon the filing of the articles of organization and the certificate of

acceptance with the secretary of state, and the payment to him of the

required filing fees, the secretary of state shall issue to the company a

certificate that the articles, containing the required statement of facts, have

been filed.

3. A signer of the articles of organization or a manager designated in

the articles does not thereby become a member of the company. At all times

after commencement of business by the company, the company must have

one or more members. The filing of the articles does not, by itself,

constitute commencement of business by the company.

Sec. 136. NRS 86.161 is hereby amended to read as follows:

(a) The name of the limited-liability company;

(b) The name and complete street address of its resident agent, and the

mailing address of the resident agent if different from the street address;

(c) The name and post office or street address, either residence or

residence or business, of each member.

2. The articles may set forth any other provision, not inconsistent with

law, which the members elect to set out in the articles of organization for

the regulation of the internal affairs of the company, including any

provisions which under this chapter are required or permitted to be set out

in the operating agreement of the company.

3. It is not necessary to set out in the articles of organization:

(a) The rights, if any, of the members to contract debts on behalf of the

limited-liability company; or

(b) Any of the powers enumerated in this chapter.

Sec. 137. NRS 86.171 is hereby amended to read as follows:

86.171 1. The name of a limited-liability company formed under the

provisions of this chapter must contain the words "Limited-Liability

Company," "Limited Company," or "Limited" or the abbreviations "Ltd.,"

"L.L.C.," "L.C.," "LLC" or "LC." The word "Company" may be

abbreviated as "Co."

2. The name proposed for a limited-liability company must be

proposed name is not so distinguishable, the secretary of state shall return

accompanies the articles of organization.

3. For the purposes of this section and NRS 86.176, a proposed name

reserved name solely because one or the other contains distinctive lettering,

a distinctive mark, a trade-mark or a trade name, or any combination of

these.

4. The name of a limited-liability company whose charter has been

for use by any other artificial person.

Sec. 138. NRS 86.176 is hereby amended to read as follows:

86.176 1. The secretary of state, when requested so to do, shall

reserve, for a period of 90 days, the right to use any name available under

NRS 86.171, for the use of any proposed limited-liability company. During

the reservation was made.

secretary of state.

Sec. 139. NRS 86.221 is hereby amended to read as follows:

86.221 1. The articles of organization of a limited-liability company

may be amended for any purpose, not inconsistent with law, as determined

by all of the members or permitted by the articles or an operating

agreement.

2. An amendment must be made in the form of a certificate setting

forth:

(a) The name of the limited-liability company;

(b) The date of filing of the articles of organization; and

(c) The amendment to the articles of organization

by a manager of the company, or if management is not vested in a manager,

by a member.

4. Restated articles of organization may be executed and filed in the

same manner as a certificate of amendment.

Sec. 140. NRS 86.226 is hereby amended to read as follows:

a certified copy of a judicial decree of amendment, must be filed with the

secretary of state. A person who executes a certificate as an agent, officer

or fiduciary of the limited-liability company need not exhibit evidence of

his authority as a prerequisite to filing. Unless the secretary of state finds

that a certificate does not conform to law, upon his receipt of all required

filing fees he shall file the certificate.

2. Upon the filing of a certificate of amendment or judicial decree of

amendment in the office of the secretary of state, the articles of

organization are amended as set forth therein.

Sec. 141. NRS 86.235 is hereby amended to read as follows:

or attached to the certificate of change.

Sec. 142. NRS 86.251 is hereby amended to read as follows:

secretary of state a signed statement for each limited-liability company that

he is unwilling to continue to act as the agent of the limited-liability

statement of the affected limited-liability company appointing a successor

resident agent for that limited-liability company, giving the agent's full

name, street address for the service of process, and mailing address if

different from the street address. A certificate of acceptance executed by

the new resident agent must accompany the statement appointing a

successor resident agent.

3. Upon the filing of the statement of resignation with the secretary of

state the capacity of the resigning person as resident agent terminates. If the

statement of resignation contains no statement by the limited-liability

company appointing a successor resident agent, the resigning agent shall

immediately give written notice, by mail, to the limited-liability company

of the filing of the statement and its effect. The notice must be addressed to

any manager or, if none, to any member, of the limited-liability company

other than the resident agent.

4. If a resident agent dies, resigns or moves from the state, the limited

-liability company, within 30 days thereafter, shall file with the secretary of

state a certificate of acceptance executed by the new resident agent. The

certificate must set forth the name, complete street address and mailing

address, if different from the street address, of the new resident agent.

5. Each limited-liability company which fails to file a certificate of

acceptance executed by the new resident agent within 30 days after the

death, resignation or removal of its resident agent as provided in subsection

4, shall be deemed in default and is subject to the provisions of NRS

86.272 and 86.274.

Sec. 143. NRS 86.266 is hereby amended to read as follows:

liability company constitutes a certificate authorizing it to transact its

business within this state until the last day of the month in which the

anniversary of its formation occurs in the next succeeding calendar year. If

the company desires a formal certificate upon its payment of the annual fee,

its payment must be accompanied by a self-addressed, stamped envelope.

Sec. 144. NRS 86.278 is hereby amended to read as follows:

86.278 1. Except as otherwise provided in subsection 2, if a limited

-liability company applies to reinstate its charter but its name has been

company shall submit in writing to the secretary of state some other name

liability company a certificate of reinstatement under that new name.

person reserving the name, which is not distinguishable from the old name

of the applying company or a new name it has submitted, it may be

reinstated under that name.

3. For the purposes of this section, a proposed name is not

Sec. 145. NRS 86.301 is hereby amended to read as follows:

86.301 Except as otherwise provided in this chapter or in its articles of

organization, no debt may be contracted or liability incurred by or on

behalf of a limited-liability company, except by one or more of its

managers if management of the limited-liability company has been vested

by the members in a manager or managers or, if management of the limited-

liability company is retained by the members, then as provided in the

Sec. 146. NRS 86.531 is hereby amended to read as follows:

and discharged or adequate provision has been made therefor and all of the

remaining property and assets have been distributed to the members,

(a) The name of the limited-liability company;

(b) That all debts, obligations and liabilities have been paid and

discharged or that adequate provision has been made therefor;

(c) That all the remaining property and assets have been distributed

among its members in accordance with their respective rights and interests;

and

(d) That there are no suits pending against the company in any court or

that adequate provision has been made for the satisfaction of any judgment,

order or decree which may be entered against it in any pending suit.

2. The articles must be signed by a manager, or if there is no manager

by a member, of the company.

Sec. 147. NRS 86.541 is hereby amended to read as follows:

must be filed with the secretary of state. Unless the secretary of state finds

that the articles of dissolution do not conform to law, he shall when all fees

and license taxes prescribed by law have been paid issue a certificate that

the limited-liability company is dissolved. 2. Upon the filing of the articles of dissolution the existence of the

company ceases, except for the purpose of suits, other proceedings and

appropriate action as provided in this chapter. The manager or managers in

office at the time of dissolution, or the survivors of them, are thereafter

trustees for the members and creditors of the dissolved company and as

such have authority to distribute any property of the company discovered

after dissolution, convey real estate and take such other action as may be

necessary on behalf of and in the name of the dissolved company.

Sec. 148. NRS 87.020 is hereby amended to read as follows:

1. "Bankrupt" includes bankrupt under the Federal Bankruptcy Act or

insolvent under any state insolvent act.

2. "Business" includes every trade, occupation or profession.

3. "Conveyance" includes every assignment, lease, mortgage or

encumbrance.

4. "Court" includes every court and judge having jurisdiction in the

case.

5. "Professional service" means any type of personal service which

may legally be performed only pursuant to a license or certificate of

registration.

6. "Real property" includes land and any interest or estate in land.

7. "Registered limited-liability partnership" means a partnership

formed pursuant to an agreement governed by this chapter for the purpose

of rendering a professional service and registered pursuant to and

complying with NRS 87.440 to 87.560, inclusive.

Sec. 149. NRS 87.450 is hereby amended to read as follows:

partnership must contain the words "Limited-Liability Partnership" or

"Registered Limited-Liability Partnership" or the abbreviation "L.L.P." or

"LLP" as the last words or letters of the name and must be distinguishable

the name of the registered limited-liability partnership on a certificate of

secretary of state shall return the certificate to the person who signed it

2. For the purposes of this section, a proposed name is not

reserved name solely because one or the other contains distinctive lettering,

a distinctive mark, a trade-mark or a trade name, or any combination of

these.

3. The name of a registered limited-liability partnership whose right to

Sec. 150. NRS 87.455 is hereby amended to read as follows:

87.455 1. Except as otherwise provided in subsection 2, if a

registered limited-liability partnership applies to reinstate its right to

liability partnership shall submit in writing to the secretary of state some

other name under which it desires its right to transact business to be

reinstated. If that name is distinguishable from all other names reserved or

to the applying registered limited-liability partnership a certificate of

reinstatement under that new name.

2. If the applying registered limited-liability partnership submits the

the person who has reserved the name, that is not distinguishable from the

old name of the applying registered limited-liability partnership or a new

name it has submitted, it may be reinstated under that name.

3. For the purposes of this section, a proposed name is not

distinctive mark, a trade-mark or a trade name, or any combination

Sec. 151. NRS 87.490 is hereby amended to read as follows:

change the location of its principal office in this state or its resident agent,

it shall first file with the secretary of state a certificate of change that sets

forth:

(a) The name of the registered limited-liability partnership;

(b) The street address of its principal office;

(c) If the location of its principal office will be changed, the street

address of its new principal office;

(d) The name of its resident agent; and

(e) If its resident agent will be changed, the name of its new resident

agent.

The certificate of acceptance of its new resident agent must accompany the

certificate of change.

2. A certificate of change filed pursuant to this section must be:

(a) Signed by a managing partner of the registered limited-liability

Sec. 152. NRS 87.500 is hereby amended to read as follows:

who wishes to resign shall file with the secretary of state a signed statement

that he is unwilling to continue to act as the resident agent of the registered

the signed statement is filed with the secretary of state.

statement by the affected registered limited-liability partnership appointing

a successor resident agent. A certificate of acceptance signed by the new

agent, stating the full name, complete street address and, if different from

the street address, the mailing address of the new agent, must accompany

the statement appointing the new resident agent.

3. Upon the filing of the statement with the secretary of state, the

capacity of the person as resident agent terminates. If the statement of

resignation contains no statement by the registered limited-liability

partnership appointing a successor resident agent, the resigning agent shall

immediately give written notice, by certified mail, to the registered limited-

liability partnership of the filing of the statement and its effect. The notice

must be addressed to a managing partner in this state.

4. If a resident agent dies, resigns or removes himself from the state,

the registered limited-liability partnership shall, within 30 days thereafter,

file with the secretary of state a certificate of acceptance, executed by the

new resident agent. The certificate must set forth the full name, complete

street address and, if different from the street address, the mailing addressof the newly designated resident agent. If a registered limited-liability

partnership fails to file a certificate of acceptance within the period

required by this subsection, it is in default and is subject to the provisions

of NRS 87.520.

Sec. 153. NRS 87.510 is hereby amended to read as follows:

or before the last day of the month in which the anniversary date of the

state, on a form furnished by him, a list containing:

(a) The name of the registered limited-liability partnership;

(b) The file number of the registered limited-liability partnership, if

known;

(c) The names of all of its managing partners;

(d) The mailing or street address, either residence or business, of each

managing partner; and

(e) The signature of a managing partner of the registered limited-liability

partnership certifying that the list is true, complete and accurate.

pay to the secretary of state a fee of $85.

for filing the annual list required by subsection 1, cause to be mailed to the

registered limited-liability partnership a notice of the fee due pursuant

limited-liability partnership to receive a notice or form does not excuse it

from complying with the provisions of this section.

of state may return the list for correction or payment.

partnership which is not in default more than 60 days before it is due shall

Sec. 154. NRS 87.550 is hereby amended to read as follows:

87.540, inclusive, and 87.560, the secretary of state shall charge and collect

the following fees for services rendered pursuant to those sections:

1. For certifying documents required by NRS 87.440 to 87.540,

limited-liability partnership, if the registered limited-liability partnership

has not filed a certificate of amendment, $15.

3. For executing a certificate verifying the existence of a registered

limited-liability partnership, if the registered limited-liability partnership

has filed a certificate of amendment, $20.

4. For executing, certifying or filing any certificate or document not

required by NRS 87.440 to 87.540, inclusive, and 87.560, $20.

5. For any copies made by the office of the secretary of state, $1 per

page.

6. For examining and provisionally approving any document before the

document is presented for filing, $100.

Sec. 155. NRS 88.315 is hereby amended to read as follows:

1. "Certificate of limited partnership" means the certificate referred to

in NRS 88.350, and the certificate as amended or restated.

2. "Contribution" means any cash, property, services rendered, or a

promissory note or other binding obligation to contribute cash or property

or to perform services, which a partner contributes to a limited partnership

in his capacity as a partner.

3. "Event of withdrawal of a general partner" means an event that

causes a person to cease to be a general partner as provided in NRS 88.450.

4. "Foreign limited partnership" means a partnership formed under the

laws of any state other than this state and having as partners one or more

general partners and one or more limited partners.

5. "General partner" means a person who has been admitted to a

limited partnership as a general partner in accordance with the partnership

agreement and named in the certificate of limited partnership as a general

partner.

6. "Limited partner" means a person who has been admitted to a

limited partnership as a limited partner in accordance with the partnership

agreement.

7. "Limited partnership" and "domestic limited partnership" mean a

partnership formed by two or more persons under the laws of this state and

having one or more general partners and one or more limited partners.

8. "Partner" means a limited or general partner.

9. "Partnership agreement" means any valid agreement, written or oral,

of the partners as to the affairs of a limited partnership and the conduct of

its business.

10. "Partnership interest" means a partner's share of the profits and

losses of a limited partnership and the right to receive distributions of

partnership assets.

11. "Registered office" means the office maintained at the street

address of the resident agent.

12. "Resident agent" means the agent appointed by the limited

partnership upon whom process or a notice or demand authorized by law to

be served upon the limited partnership may be served.