SB49_EN

Senate Bill No. 49–Committee on Judiciary

CHAPTER..........

AN ACT relating to electronic transactions; adopting the Uniform Electronic Transactions Act; making various related changes pertaining to the use of electronic records and signatures; and providing other matters properly relating thereto.

THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN

SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:

Section 1. Title 59 of NRS is hereby amended by adding thereto a

new chapter to consist of the provisions set forth as sections 2 to 35,

inclusive, of this act.

Sec. 2. This chapter may be cited as the Uniform Electronic

Transactions Act.

Sec. 3. As used in this chapter, unless the context otherwise

requires, the words and terms defined in sections 4 to 19, inclusive, of

this act have the meanings ascribed to them in those sections.

Sec. 4. “Agreement” means the bargain of the parties in fact, as

found in their language or inferred from other circumstances and from

rules, regulations and procedures given the effect of agreements under

laws otherwise applicable to a particular transaction.

Sec. 5. “Automated transaction” means a transaction conducted or

performed, in whole or in part, by electronic means or electronic

records, in which the acts or records of one or both parties are not

reviewed by a natural person in the ordinary course in forming a

contract, performing under an existing contract or fulfilling an

obligation required by the transaction.

Sec. 6. “Computer program” means a set of statements or

instructions to be used directly or indirectly in an information

processing system in order to bring about a certain result.

Sec. 7. “Contract” means the total legal obligation resulting from

the parties’ agreement as affected by this chapter and other applicable

law.

Sec. 8. “Electronic” means relating to technology having electrical,

digital, magnetic, wireless, optical, electromagnetic or similar

capabilities.

Sec. 9. “Electronic agent” means a computer program or an

electronic or other automated means used independently to initiate an

action or respond to electronic records or performances in whole or in

part, without review or action by a natural person.

Sec. 10. “Electronic record” means a record created, generated,

sent, communicated, received or stored by electronic means.

Sec. 11. “Electronic signature” means an electronic sound, symbol

or process attached to or logically associated with a record and executed

or adopted by a person with the intent to sign the record.

Sec. 12. “Governmental agency” means an executive, legislative or

judicial agency, department, board, commission, authority, institution or

instrumentality of the Federal Government or of a state or of a county,

municipality or other political subdivision of a state.

Sec. 13. “Information” means data, text, images, sounds, codes,

computer programs, software, databases or the like.

Sec. 14. “Information processing system” means an electronic

system for creating, generating, sending, receiving, storing, displaying or

processing information.

Sec. 15. “Person” includes a governmental agency and a public

corporation.

Sec. 16. “Record” means information that is inscribed on a tangible

medium or that is stored in an electronic or other medium and is

retrievable in perceivable form.

Sec. 17. “Security procedure” means a procedure employed for the

purpose of verifying that an electronic signature, record or performance

is that of a specific person or for detecting changes or errors in the

information in an electronic record. The term includes a procedure that

requires the use of algorithms or other codes, identifying words or

numbers, encryption or callback, or other acknowledgment procedures.

Sec. 18. “State” means a state of the United States, the District of

Columbia, Puerto Rico, the United States Virgin Islands or any territory

or insular possession subject to the jurisdiction of the United States. The

term includes an Indian tribe or band, or Alaskan native village, which

is recognized by federal law or formally acknowledged by a state.

Sec. 19. “Transaction” means an action or set of actions occurring

between two or more persons relating to the conduct of business,

commercial or governmental affairs.

Sec. 20. 1. Except as otherwise provided in subsection 2, the

provisions of this chapter apply to electronic records and electronic

signatures relating to a transaction.

2. The provisions of this chapter do not apply to a transaction to the

extent it is governed by:

(a) A law governing the creation and execution of wills, codicils or

testamentary trusts; or

(b) The Uniform Commercial Code other than NRS 104.1107,

104.1206 and 104.2101 to 104.2725, inclusive, and 104A.2101 to

104A.2532, inclusive.

3. The provisions of this chapter apply to an electronic record or

electronic signature otherwise excluded from the application of this

chapter under subsection 2 to the extent it is governed by a law other

than those specified in subsection 2.

4. A transaction subject to the provisions of this chapter is also

subject to other applicable substantive law.

Sec. 21. 1. The provisions of this chapter apply to any electronic

record or electronic signature created, generated, sent, communicated,

received or stored on or after October 1, 2001.

2. The provisions of section 101(c) of the Electronic Signatures in

Global and National Commerce Act, 15 U.S.C. §§ 7001 et seq., apply

under this chapter to a transaction in which a natural person acquires

goods or services that are used primarily for personal, family or

household purposes.

Sec. 22. 1. The provisions of this chapter do not require a record

or signature to be created, generated, sent, communicated, received,

stored or otherwise processed or used by electronic means or in

electronic form.

2. The provisions of this chapter apply only to transactions between

parties each of whom has agreed to conduct transactions by electronic

means. Whether the parties agree to conduct a transaction by electronic

means is determined from the context and surrounding circumstances,

including the parties’ conduct.

3. A party that agrees to conduct a transaction by electronic means

may refuse to conduct other transactions by electronic means. The right

granted by this subsection may not be waived by agreement.

4. Except as otherwise provided in this chapter, the effect of any of

the provisions of this chapter may be varied by agreement. The presence

in certain provisions of this chapter of the words “unless otherwise

agreed” or words of similar import does not imply that the effect of other

provisions may not be varied by agreement.

5. Whether an electronic record or electronic signature has legal

consequences is determined by the provisions of this chapter and other

applicable law.

Sec. 23. 1. A record or signature may not be denied legal effect or

enforceability solely because it is in electronic form.

2. A contract may not be denied legal effect or enforceability solely

because an electronic record was used in its formation.

3. If a law requires a record to be in writing, an electronic record

satisfies the law.

4. If a law requires a signature, an electronic signature satisfies the

law.

Sec. 24. 1. If parties have agreed to conduct a transaction by

electronic means and a law requires that a contract or other record

relating to the transaction be in writing, the legal effect, validity or

enforceability of the contract or other record may be denied if an

electronic record of the contract or other record is not in a form that is

capable of being retained and accurately reproduced for later reference

by all parties or other persons who are entitled to retain the contract or

record.

2. If a law other than this chapter requires a record to be posted or

displayed in a certain manner, to be sent, communicated or transmitted

by a specified method or to contain information that is formatted in a

certain manner, the following rules apply:

(a) The record must be posted or displayed in the manner specified in

the other law.

(b) Except as otherwise provided in paragraph (b) of subsection 6, the

record must be sent, communicated or transmitted by the method

specified in the other law.

3. If a sender inhibits the ability of a recipient to store or print an

electronic record, the electronic record is not enforceable against the

recipient.

4. A requirement that a notice be in writing is not satisfied by

providing or delivering the notice electronically if the notice is a notice

of:

(a) The cancellation or termination of service by a public utility;

(b) Default, acceleration, repossession, foreclosure or eviction, or the

right to cure, under a credit agreement secured by, or a rental agreement

for, a primary residence of a natural person;

benefits received pursuant to a policy of health insurance or benefits

received pursuant to a policy life insurance, excluding annuities; or

(d) The recall of a product, or material failure of a product, that risks

endangering the health or safety of a person.

5. A requirement that a document be in writing is not satisfied by

providing or delivering the document electronically if the document is

required to accompany any transportation or handling of hazardous

materials, pesticides, or other toxic or dangerous materials.

6. The requirements of this section may not be varied by agreement,

but:

(a) To the extent a law other than this chapter requires that a contract

or other record relating to a transaction to be in writing but permits that

requirement to be varied by agreement, the provisions of subsection 1

concerning the denial of the legal effect, validity or enforceability of a

contract or other record relating to a transaction may also be varied by

agreement; and

(b) A requirement under a law other than this chapter to send,

communicate or transmit a record by first-class mail, postage prepaid,

regular United States mail, may be varied by agreement to the extent

permitted by the other law.

Sec. 25. 1. An electronic record or electronic signature is

attributable to a person if it was the act of the person. The act of the

person may be shown in any manner, including a showing of the

efficacy of any security procedure applied to determine the person to

whom the electronic record or electronic signature was attributable.

2. The effect of an electronic record or electronic signature

attributed to a person under subsection 1 is determined from the context

and surrounding circumstances at the time of its creation, execution or

adoption, including the parties’ agreement, if any, and otherwise as

provided by law.

Sec. 26. If a change or error in an electronic record occurs in a

transmission between parties to a transaction, the following rules apply:

1. If the parties have agreed to use a security procedure to detect

changes or errors and one party has conformed to the procedure, but the

other party has not, and the nonconforming party would have detected

the change or error had that party also conformed, the conforming party

may avoid the effect of the changed or erroneous electronic record.

2. In an automated transaction involving a natural person, the

natural person may avoid the effect of an electronic record that resulted

from an error made by him in dealing with the electronic agent of

another person if the electronic agent did not provide an opportunity for

the prevention or correction of the error and, at the time the natural

person learns of the error, the natural person:

(a) Promptly notifies the other person of the error and that the natural

person did not intend to be bound by the electronic record received by

the other person;

(b) Takes reasonable steps, including steps that conform to the other

person’s reasonable instructions, to return to the other person or, if

instructed by the other person, to destroy the consideration received, if

any, as a result of the erroneous electronic record; and

consideration, if any, received from the other person.

3. If neither subsection 1 nor subsection 2 applies, the change or

error has the effect provided by other law, including the law of mistake

and the parties’ contract, if any.

4. Subsections 2 and 3 may not be varied by agreement.

Sec. 27. If a law requires a signature or record to be notarized,

acknowledged, verified or made under oath, the requirement is satisfied

if the electronic signature of the person authorized to perform those acts,

together with all other information required to be included by other

applicable law, is attached to or logically associated with the signature

or record.

Sec. 28. 1. If a law requires that a record be retained, the

requirement is satisfied by retaining an electronic record of the

information in the record which:

(a) Accurately reflects the information set forth in the record after it

was first generated in its final form as an electronic record or otherwise;

and

(b) Remains accessible to all persons who are legally entitled to access

to the record, for the period required by law, in a form that is capable of

being accurately reproduced for later reference.

2. A requirement to retain a record in accordance with subsection 1

does not apply to any information the sole purpose of which is to enable

the record to be sent, communicated or received.

3. A person may satisfy subsection 1 by using the services of another

person if the requirements of that subsection are satisfied.

4. If a law requires a record to be presented or retained in its original

form, or provides consequences if the record is not presented or retained

in its original form, that law is satisfied by an electronic record retained

in accordance with subsection 1.

5. If a law requires retention of a check, that requirement is satisfied

by retention of an electronic record of the information on the front and

back of the check in accordance with subsection 1.

6. A record retained as an electronic record in accordance with

subsection 1 satisfies a law requiring a person to retain a record for

evidentiary, audit or like purposes, unless a law enacted after October 1,

2001, specifically prohibits the use of an electronic record for the

specified purpose.

7. This section does not preclude a governmental agency of this state

from specifying additional requirements for the retention of a record

subject to the agency’s jurisdiction.

Sec. 29. In a proceeding, evidence of a record or signature must not

be excluded solely because it is in electronic form.

Sec. 30. In an automated transaction, the following rules apply:

1. A contract may be formed by the interaction of electronic agents

of the parties, even if no natural person was aware of or reviewed the

electronic agents’ actions or the resulting terms and agreements.

2. A contract may be formed by the interaction of an electronic agent

and a natural person, acting on his own behalf or for another person, as

by an interaction in which the natural person performs actions that he is

free to refuse to perform and which he knows or has reason to know will

cause the electronic agent to complete the transaction or performance.

3. The terms of the contract are determined by the substantive law

applicable to it.

Sec. 31. 1. Unless otherwise agreed between the sender and the

recipient, an electronic record is sent when it:

(a) Is addressed properly or otherwise directed properly to an

information processing system that the recipient has designated or uses

for the purpose of receiving electronic records or information of the type

sent and from which the recipient is able to retrieve the electronic

record;

(b) Is in a form capable of being processed by that system; and

sender or of a person that sent the electronic record on behalf of the

sender or enters a region of the information processing system

designated or used by the recipient which is under the control of the

recipient.

2. Unless otherwise agreed between a sender and the recipient, an

electronic record is received when:

(a) It enters an information processing system that the recipient has

designated or uses for the purpose of receiving electronic records or

information of the type sent and from which the recipient is able to

retrieve the electronic record; and

(b) It is in a form capable of being processed by that system.

3. Subsection 2 applies even if the place the information processing

system is located is different from the place the electronic record is

deemed to be received under subsection 4.

4. Unless otherwise expressly provided in the electronic record or

agreed between the sender and the recipient, an electronic record is

deemed to be sent from the sender’s place of business and to be received

at the recipient’s place of business. For purposes of this subsection, the

following rules apply:

(a) If the sender or recipient has more than one place of business, his

place of business is the place having the closest relationship to the

underlying transaction.

(b) If the sender or the recipient does not have a place of business, the

place of business is the sender’s or recipient’s residence, as the case may

be.

5. An electronic record is received under subsection 2 even if no

natural person is aware of its receipt.

6. Receipt of an electronic acknowledgment from an information

processing system described in subsection 2 establishes that a record was

received but, by itself, does not establish that the content sent

corresponds to the content received.

7. If a person is aware that an electronic record purportedly sent

under subsection 1, or purportedly received under subsection 2, was not

actually sent or received, the legal effect of the sending or receipt is

determined by other applicable law. Except to the extent permitted by the

other law, the requirements of this subsection may not be varied by

agreement.

Sec. 32. 1. In this section, “transferable record” means an

electronic record that:

(a) Would be a note under NRS 104.3101 to 104.3605, inclusive, or a

document under NRS 104.7101 to 104.7603, inclusive, if the electronic

record were in writing; and

(b) The issuer of the electronic record expressly has agreed is a

transferable record.

2. A person has control of a transferable record if a system employed

for evidencing the transfer of interests in the transferable record reliably

establishes him as the person to whom the transferable record was

issued or transferred.

3. A system satisfies subsection 2, and a person is deemed to have

control of a transferable record, if the transferable record is created,

stored and assigned in such a manner that:

(a) A single authoritative copy of the transferable record exists which

is unique, identifiable, and, except as otherwise provided in paragraphs

(d), (e) and (f), unalterable;

(b) The authoritative copy identifies the person asserting control as:

(1) The person to whom the transferable record was issued; or

(2) If the authoritative copy indicates that the transferable record

has been transferred, the person to whom the transferable record was

most recently transferred;

person asserting control or its designated custodian;

(d) Copies or revisions that add or change an identified assignee of

the authoritative copy can be made only with the consent of the person

asserting control;

(e) Each copy of the authoritative copy and any copy of a copy is

readily identifiable as a copy that is not the authoritative copy; and

(f) Any revision of the authoritative copy is readily identifiable as

authorized or unauthorized.

4. Except as otherwise agreed, a person having control of a

transferable record is the holder, as defined in subsection 20 of NRS

104.1201, of the transferable record and has the same rights and

defenses as a holder of an equivalent record or writing under the

Uniform Commercial Code, including, if the applicable statutory

requirements under NRS 104.7501, 104.9308 or subsection 1 of NRS

104.3302 are satisfied, the rights and defenses of a holder to whom a

negotiable document of title has been duly negotiated, a purchaser, or a

holder in due course, respectively. Delivery, possession and endorsement

are not required to obtain or exercise any of the rights under this

subsection.

5. Except as otherwise agreed, an obligor under a transferable

record has the same rights and defenses as an equivalent obligor under

equivalent records or writings under the Uniform Commercial Code.

6. If requested by a person against whom enforcement is sought, the

person seeking to enforce the transferable record shall provide

reasonable proof that he is in control of the transferable record. Proof

may include access to the authoritative copy of the transferable record

and related business records sufficient to review the terms of the

transferable record and to establish the identity of the person having

control of the transferable record.

Sec. 33. Each governmental agency of this state shall determine

whether, and the extent to which, it will create and retain electronic

records and convert written records to electronic records.

Sec. 34. 1. Except as otherwise provided in subsection 6 of section

28 of this act, each governmental agency of this state shall determine

whether, and the extent to which, it will send and accept electronic

records and electronic signatures to and from other persons and

otherwise create, generate, communicate, store, process, use and rely

upon electronic records and electronic signatures.

2. To the extent that a governmental agency uses electronic records

and electronic signatures under subsection 1, the governmental agency,

giving due consideration to security, may specify:

(a) The manner and format in which the electronic records must be

created, generated, sent, communicated, received and stored and the

systems established for those purposes;

(b) If electronic records must be signed by electronic means, the type

of electronic signature required, the manner and format in which the

electronic signature must be affixed to the electronic record, and the

identity of, or criteria that must be met by, any third party used by a

person filing a document to facilitate the process;

preservation, disposition, integrity, security, confidentiality and

auditability of electronic records; and

(d) Any other required attributes for electronic records which are

specified for corresponding nonelectronic records or reasonably

necessary under the circumstances.

3. Except as otherwise provided in subsection 6 of section 28 of this

act, the provisions of this chapter do not require a governmental agency

of this state to use or permit the use of electronic records or electronic

signatures.

Sec. 35. In applying and construing this uniform act, consideration

must be given to the need to promote uniformity of the law with respect

to its subject matter among states that enact it.

Sec. 36. Chapter 720 of NRS is hereby amended by adding thereto a

new section to read as follows:

“Record” has the meaning ascribed to it in section 16 of this act.

Sec. 37. NRS 720.010 is hereby amended to read as follows:

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

the words and terms defined in NRS 720.020 to 720.130, inclusive, and

section 36 of this act, have the meanings ascribed to them in those

sections.

Sec. 38. NRS 720.060 is hereby amended to read as follows:

720.060 “Digital signature” means [a transformation of] an electronic

signature that transforms a message by using an asymmetric

cryptosystem. As used in this section, “electronic signature” has the

meaning ascribed to it in section 11 of this act.

Sec. 39. NRS 720.140 is hereby amended to read as follows:

720.140 1. The provisions of this chapter apply to any transaction for

which a digital signature [may be] is used to [satisfy a requirement that a

document or record be signed or in writing as set forth in NRS 720.160,

including, without limitation, transactions carried out by private

businesses and transactions carried out by governmental entities.] sign an

electronic record.

2. As used in this section, “electronic record” has the meaning

ascribed to it in section 10 of this act.

Sec. 40. NRS 720.160 is hereby amended to read as follows:

720.160 1. Except as otherwise provided in [subsection 2,] this

section, if each person [or governmental entity] who will be involved in

the submission and acceptance of a record [or other document] agrees to

the use of a digital signature, [where a statute or rule of law requires that

the record or other document be signed or in writing,] the use of a message

which:

(a) Represents the record [or other document;] ; and

(b) Is transformed by a digital signature,

[shall be deemed to satisfy the statute or rule of law with respect to the

requirement that the record or other document be signed or in writing.]

constitutes a sufficient signing of the record.

2. The provisions of this section do not apply with respect to:

(a) [A sworn statement;

(b)An acknowledgment;

(c)] A record [or other document] that is required to be signed in the

presence of a third party; or

[(d)] (b) A record [or other document] with respect to which the

requirement that the record [or other document] must be signed [or in

writing] is accompanied by an additional qualifying requirement.

Sec. 41. 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

requires, include all certificates filed pursuant to NRS 78.030, 78.1955,

78.209, 78.380, 78.385 and 78.390 and any articles of merger or 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.

(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.

(g) “Sign” means to affix a signature to a document.

(h) “Signature” means a name, word or mark executed or adopted by a

person with the present intention to authenticate a document. The term

includes, without limitation, [a digital] an electronic signature as defined

in [NRS 720.060.] section 11 of this act.

(i) “Stockholder of record” means a person whose name appears on the

stock ledger of the corporation.

(j) “Street address” of a resident agent means the actual physical

location in this state at which a resident agent is available for service of

process.

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. 42. 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.

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.

5. As used in this section, “sign” means to execute or adopt a name,

word or mark, including, without limitation, [a digital] an electronic

signature as defined in [NRS 720.060,] section 11 of this act, with the

present intention to authenticate a document.

Sec. 43. NRS 80.003 is hereby amended to read as follows:

80.003 “Signed” means to have executed or adopted a name, word or

mark, including, without limitation, [a digital] an electronic signature as

defined in [NRS 720.060,] section 11 of this act, with the present intention

to authenticate a document.

Sec. 44. NRS 81.0015 is hereby amended to read as follows:

81.0015 “Signed” means to have executed or adopted a name, word or

mark, including, without limitation, [a digital] an electronic signature as

defined in [NRS 720.060,] section 11 of this act, with the present intention

to authenticate a document.

Sec. 45. NRS 82.043 is hereby amended to read as follows:

82.043 “Signature” means a name, word or mark executed or adopted

by a person with the present intention to authenticate a document. The

term includes, without limitation, [a digital] an electronic signature as

defined in [NRS 720.060.] section 11 of this act.

Sec. 46. NRS 84.004 is hereby amended to read as follows:

84.004 “Signed” means to have executed or adopted a name, word or

mark, including, without limitation, [a digital] an electronic signature as

defined in [NRS 720.060,] section 11 of this act, with the present intention

to authenticate a document.

Sec. 47. NRS 86.127 is hereby amended to read as follows:

86.127 “Signature” means a name, word or mark executed or adopted

by a person with the present intention to authenticate a document. The

term includes, without limitation, [a digital] an electronic signature as

defined in [NRS 720.060.] section 11 of this act.

Sec. 48. NRS 87.020 is hereby amended to read as follows:

87.020 As used in this chapter, unless the context otherwise requires:

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.

8. “Signature” means a name, word or mark executed or adopted by a

person with the present intention to authenticate a document. The term

includes, without limitation, [a digital] an electronic signature as defined

in [NRS 720.060.] section 11 of this act.

9. “Signed” means to have affixed a signature to a document.

10. “Street address” of a resident agent means the actual physical

location in this state at which a resident agent is available for service of

process.

Sec. 49. NRS 88.315 is hereby amended to read as follows:

88.315 As used in this chapter, unless the context otherwise requires:

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.

13. “Sign” means to affix a signature to a document.

14. “Signature” means a name, word or mark executed or adopted by a

person with the present intention to authenticate a document. The term

includes, without limitation, [a digital] an electronic signature as defined

in [NRS 720.060.] section 11 of this act.

15. “State” means a state, territory or possession of the United States,

the District of Columbia or the Commonwealth of Puerto Rico.

16. “Street address” of a resident agent means the actual physical

location in this state at which a resident is available for service of process.

Sec. 50. NRS 88A.090 is hereby amended to read as follows:

88A.090 “Signature” means a name, word or mark executed or

adopted by a person with the present intention to authenticate a document.

The term includes, without limitation, [a digital] an electronic signature as

defined in [NRS 720.060.] section 11 of this act.

Sec. 51. NRS 89.250 is hereby amended to read as follows:

89.250 1. A professional association shall, on or before the last day

of the month in which the anniversary date of its organization occurs in

each year, furnish a statement to the secretary of state showing the names

and residence addresses of all members and employees in such association

and shall certify that all members and employees are licensed to render

professional service in this state.

2. The statement must:

(a) Be made on a form prescribed by the secretary of state and must not

contain any fiscal or other information except that expressly called for by

this section.

(b) Be signed by the chief executive officer of the association.

3. Upon filing the annual statement required by this section, the

association shall pay to the secretary of state a fee of $15.

4. As used in this section, “signed” means to have executed or adopted

a name, word or mark, including, without limitation, [a digital] an

electronic signature as defined in [NRS 720.060,] section 11 of this act,

with the present intention to authenticate a document.

Sec. 52. NRS 92A.230 is hereby amended to read as follows:

92A.230 1. Articles of merger or exchange must be signed by each

domestic constituent entity as follows:

(a) By the president or a vice president of a domestic corporation,

whether or not for profit;

(b) By all the general partners of a domestic limited partnership;

managers or by all the members of a domestic limited-liability company

without managers; and

(d) By a trustee of a domestic business trust.

2. If the domestic entity is a corporation, the articles must also be

signed by the secretary or an assistant secretary.

3. Articles of merger or exchange must be signed by each foreign

constituent entity in the manner provided by the law governing it.

4. As used in this section, “signed” means to have executed or adopted

a name, word or mark, including, without limitation, [a digital] an

electronic signature as defined in [NRS 720.060,] section 11 of this act,

with the present intention to authenticate a document.

Sec. 53. NRS 720.170 is hereby repealed.

Sec. 54. This act becomes effective on July 1, 2001.

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