Adoption of this amendment will MAINTAIN a 2/3s majority vote requirement for final passage of SB436 R2 (§ 103).
Amend sec. 23, page 12, line 43, after “stockholders” by inserting “or creditors”.
Amend sec. 34, page 23, line 20, by deleting “15D” and inserting “15(d)”.
Amend the bill as a whole by adding a new section designated sec. 80.5, following sec. 80, to read as follows:
“Sec. 80.5. 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 accounts in banks or credit unions;
(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 this chapter, chapter 645A, 645B or 645E of NRS or 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.
4. The fact that a person is not doing business in this state within the meaning of this section:
(a) Does not affect the determination of whether any court, administrative agency or regulatory body in this state may exercise personal jurisdiction over the person in any civil action, criminal action, administrative proceeding or regulatory proceeding; and
(b) Except as otherwise provided in subsection 3, does not affect the applicability of any other provision of law with respect to the person and may not be offered as a defense or introduced in evidence in any civil action, criminal action, administrative proceeding or regulatory proceeding to prove that the person is not doing business in this state, including, without limitation, any civil action, criminal action, administrative proceeding or regulatory proceeding involving an alleged violation of chapter 597, 598 or 598A of NRS.
5. As used in this section and for the purposes of NRS 80.016, “deposits” means demand deposits, savings deposits and time deposits, as those terms are defined in chapter 657 of NRS.”.
Amend the bill as a whole by deleting sections 139 through 142 and adding new sections designated sections 139 through 142, following sec. 138, to read as follows:
“Sec. 139. Chapter 86 of NRS is hereby amended by adding thereto the provisions set forth as sections 140, 141 and 142 of this act.
Sec. 140. “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. 141. 1. For the purposes of NRS 86.543 to 86.549, inclusive, and sections 141 and 142 of this act, the following activities do not constitute transacting business in this state:
(a) Maintaining, defending or settling any proceeding;
(b) Holding meetings of the managers or members or carrying on other activities concerning internal company affairs;
(c) Maintaining accounts in banks or credit unions;
(d) Maintaining offices or agencies for the transfer, exchange and registration of the company’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 this state through or in response to letters, circulars, catalogs or other forms of advertising, accepting those orders outside 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 transacting business in this state within the meaning of this section need not qualify or comply with any provision of this chapter, title 55 or 56 of NRS or chapter 645A, 645B or 645E 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.
4. The fact that a person is not transacting business in this state within the meaning of this section:
(a) Does not affect the determination of whether any court, administrative agency or regulatory body in this state may exercise personal jurisdiction over the person in any civil action, criminal action, administrative proceeding or regulatory proceeding; and
(b) Except as otherwise provided in subsection 3, does not affect the applicability of any other provision of law with respect to the person and may not be offered as a defense or introduced in evidence in any civil action, criminal action, administrative proceeding or regulatory proceeding to prove that the person is not transacting business in this state, including, without limitation, any civil action, criminal action, administrative proceeding or regulatory proceeding involving an alleged violation of chapter 597, 598 or 598A of NRS.
5. As used in this section, “deposits” means demand deposits, savings deposits and time deposits, as those terms are defined in chapter 657 of NRS.
Sec. 142. 1. For the purposes of section 141 of this act, a solicitation of a deposit is made in this state, whether or not either party is present in this state, if the solicitation:
(a) Originates in this state; or
(b) Is directed by the solicitor to a destination in this state and received where it is directed, or at a post office in this state if the solicitation is mailed.
2. A solicitation of a deposit is accepted in this state if acceptance:
(a) Is communicated to the solicitor in this state; and
(b) Has not previously been communicated to the solicitor, orally or in writing, outside this state.
FLUSH
Acceptance is communicated
to the solicitor in this state, whether or not either party is present in this
state, if the depositor directs it to the solicitor reasonably believing the
solicitor to be in this state and it is received where it is directed, or at
any post office in this state if the acceptance is mailed.
3. A solicitation made in a newspaper or other publication of general, regular and paid circulation is not made in this state if the publication:
(a) Is not published in this state; or
(b) Is published in this state but has had more than two-thirds of its circulation outside this state during the 12 months preceding the solicitation.
FLUSH
If a publication is
published in editions, each edition is a separate publication except for
material common to all editions.
4. A solicitation made in a radio or television program or other electronic communication received in this state which originates outside this state is not made in this state. A radio or television program or other electronic communication shall be deemed to have originated in this state if the broadcast studio or origin of the source of transmission is located within the State, unless:
(a) The program or communication is syndicated and distributed from outside this state for redistribution to the general public in this state;
(b) The program is supplied by a radio, television or other electronic network whose electronic signal originates outside this state for redistribution to the general public in this state;
(c) The program or communication is an electronic signal that originates outside this state and is captured for redistribution to the general public in this state by a community antenna or cable, radio, cable television or other electronic system; or
(d) The program or communication consists of an electronic signal which originates within this state, but which is not intended for redistribution to the general public in this state.”.
Amend the bill as a whole by deleting sec. 160 and adding a new section designated sec. 160, following sec. 159, to read as follows:
“Sec. 160. NRS 86.549 is hereby amended to read as follows:
86.549 The Attorney General may bring an action to restrain a foreign limited-liability company from transacting business in this state in violation of NRS 86.543 to 86.549, inclusive[.] , and sections 141 and 142 of this act.”.
Amend the bill as a whole by deleting sections 174 through 176 and adding new sections designated sections 174 through 176, following sec. 173, to read as follows:
“Sec. 174 Chapter 88 of NRS is hereby amended by adding thereto the provisions set forth as sections 175 and 176 of this act.
Sec. 175. 1. For the purposes of NRS 88.570 to 88.605, inclusive, and sections 175 and 176 of this act, the following activities do not constitute transacting business in this state:
(a) Maintaining, defending or settling any proceeding;
(b) Holding meetings of the managers or members or carrying on other activities concerning internal company affairs;
(c) Maintaining accounts in banks or credit unions;
(d) Maintaining offices or agencies for the transfer, exchange and registration of the company’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 this state through or in response to letters, circulars, catalogs or other forms of advertising, accepting those orders outside 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 transacting business in this state within the meaning of this section need not qualify or comply with any provision of this chapter, title 55 or 56 of NRS or chapter 645A, 645B or 645E 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.
4. The fact that a person is not transacting business in this state within the meaning of this section:
(a) Does not affect the determination of whether any court, administrative agency or regulatory body in this state may exercise personal jurisdiction over the person in any civil action, criminal action, administrative proceeding or regulatory proceeding; and
(b) Except as otherwise provided in subsection 3, does not affect the applicability of any other provision of law with respect to the person and may not be offered as a defense or introduced in evidence in any civil action, criminal action, administrative proceeding or regulatory proceeding to prove that the person is not transacting business in this state, including, without limitation, any civil action, criminal action, administrative proceeding or regulatory proceeding involving an alleged violation of chapter 597, 598 or 598A of NRS.
5. As used in this section, “deposits” means demand deposits, savings deposits and time deposits, as those terms are defined in chapter 657 of NRS.
Sec. 176. 1. For the purposes of section 175 of this act, a solicitation of a deposit is made in this state, whether or not either party is present in this state, if the solicitation:
(a) Originates in this state; or
(b) Is directed by the solicitor to a destination in this state and received where it is directed, or at a post office in this state if the solicitation is mailed.
2. A solicitation of a deposit is accepted in this state if acceptance:
(a) Is communicated to the solicitor in this state; and
(b) Has not previously been communicated to the solicitor, orally or in writing, outside this state.
FLUSH
Acceptance is communicated
to the solicitor in this state, whether or not either party is present in this
state, if the depositor directs it to the solicitor reasonably believing the
solicitor to be in this state and it is received where it is directed, or at
any post office in this state if the acceptance is mailed.
3. A solicitation made in a newspaper or other publication of general, regular and paid circulation is not made in this state if the publication:
(a) Is not published in this state; or
(b) Is published in this state but has had more than two-thirds of its circulation outside this state during the 12 months preceding the solicitation.
FLUSH
If a publication is
published in editions, each edition is a separate publication except for
material common to all editions.
4. A solicitation made in a radio or television program or other electronic communication received in this state which originates outside this state is not made in this state. A radio or television program or other electronic communication shall be deemed to have originated in this state if the broadcast studio or origin of the source of transmission is located within the state, unless:
(a) The program or communication is syndicated and distributed from outside this state for redistribution to the general public in this state;
(b) The program is supplied by a radio, television or other electronic network whose electronic signal originates outside this state for redistribution to the general public in this state;
(c) The program or communication is an electronic signal that originates outside this state and is captured for redistribution to the general public in this state by a community antenna or cable, radio, cable television or other electronic system; or
(d) The program or communication consists of an electronic signal which originates within this state, but which is not intended for redistribution to the general public in this state.”.
Amend the bill as a whole by deleting sec. 194 and adding a new section designated sec. 194, following sec. 193, to read as follows:
“Sec. 194. NRS 88.605 is hereby amended to read as follows:
88.605 The Attorney General may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of NRS 88.570 to 88.605, inclusive[.] , and sections 175 and 176 of this act.”.
Amend sec. 263, page 145, by deleting line 1 and inserting:
“(b) Notarized [.] , unless the board of county commissioners of the county adopts an ordinance providing that the certificate may be filed without being notarized.”.