Senate Bill No. 436–Committee on Judiciary

 

March 24, 2003

____________

 

Referred to Committee on Judiciary

 

SUMMARY—Makes various changes to provisions pertaining to business. (BDR 7‑982)

 

FISCAL NOTE:  Effect on Local Government: No.

                           Effect on the State: No.

 

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EXPLANATION – Matter in bolded italics is new; matter between brackets [omitted material] is material to be omitted.

 

AN ACT relating to business; authorizing the use of electronic records by a corporation under certain circumstances; adding definitions and clarifying various definitions pertaining to records, documents and signatures; revising certain provisions pertaining to corporations, including reinstatement, the number of directors and officers, the bylaws, liability of directors and officers, inspection of financial records, proxies, meetings, amendment of articles, business combinations and procedures for dissolution after issuance of stock or beginning of business; revising various provisions pertaining to limited-liability companies, including clarifying when business is being transacted in this state, charging orders, names, contracting of debts and signing of deeds and mortgages and correction of inaccurate records; revising various provisions pertaining to business trusts; revising various provisions pertaining to mergers, conversions and exchanges of business entities; revising certain provisions pertaining to the Uniform Commercial Code; revising certain provisions pertaining to recording of certain documents pertaining to real property; revising various provisions pertaining to the use of fictitious names; making various other changes to provisions pertaining to business; and providing other matters properly relating thereto.

 

THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN

SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:

 

1-1  Section 1. Chapter 78 of NRS is hereby amended by adding

1-2  thereto the provisions set forth as sections 2 and 3 of this act.

1-3  Sec. 2.  1.  Any records maintained by a corporation in its

1-4  regular course of business, including, without limitation, its stock

1-5  ledger, books of account and minute books, may be kept on, by

1-6  means of or be in the form of, any information processing system

1-7  or other information storage device or medium.

1-8  2.  A corporation shall convert within a reasonable time any

1-9  records kept in the manner described in subsection 1 into clear

1-10  and legible paper form upon the request of any person entitled to

1-11  inspect the records maintained by the corporation pursuant to any

1-12  provision of this chapter.

1-13      3.  A clear and legible paper form produced from records kept

1-14  in the manner described in subsection 1 is admissible in evidence

1-15  and accepted for all other purposes to the same extent as an

1-16  original paper record with the same information provided that the

1-17  paper form portrays the record accurately.

1-18      Sec. 3.  1.  No record or signature maintained by a

1-19  corporation is required to be created, generated, sent,

1-20  communicated, received, stored or otherwise processed or used by

1-21  electronic means or in electronic form.

1-22      2.  The corporation may refuse to accept or conduct any

1-23  transaction or create, generate, send, communicate, receive, store

1-24  or otherwise process, use or accept any record or signature by

1-25  electronic means or in electronic form.

1-26      Sec. 4.  NRS 78.010 is hereby amended to read as follows:

1-27      78.010  1.  As used in this chapter:

1-28      (a) “Approval” and “vote” as describing action by the directors

1-29  or stockholders mean the vote of directors in person or by written

1-30  consent or of stockholders in person, by proxy or by written consent.

1-31      (b) “Articles,” “articles of incorporation” and “certificate of

1-32  incorporation” are synonymous terms and unless the context

1-33  otherwise requires, include all certificates filed pursuant to NRS

1-34  78.030, 78.180, 78.185, 78.1955, 78.209, 78.380, 78.385 , [and]

1-35  78.390 , 78.725 and 78.730 and any articles of merger, conversion,

1-36  exchange or domestication filed pursuant to NRS 92A.200 to

1-37  92A.240, inclusive, or 92A.270. Unless the context otherwise

1-38  requires, these terms include restated articles and certificates of

1-39  incorporation.

1-40      (c) “Directors” and “trustees” are synonymous terms.

1-41      (d) “Receiver” includes receivers and trustees appointed by a

1-42  court as provided in this chapter or in chapter 32 of NRS.

2-1  (e) “Record” means information that is inscribed on a tangible

2-2  medium or that is stored in an electronic or other medium and is

2-3  retrievable in perceivable form.

2-4  (f) “Registered office” means the office maintained at the street

2-5  address of the resident agent.

2-6  [(f)] (g) “Resident agent” means the agent appointed by the

2-7  corporation upon whom process or a notice or demand authorized

2-8  by law to be served upon the corporation may be served.

2-9  [(g)] (h) “Sign” means to affix a signature to a [document.

2-10      (h)] record.

2-11      (i) “Signature” means a name, word , symbol or mark executed

2-12  or otherwise adopted , or a record encrypted or similarly processed

2-13  in whole or in part, by a person with the present [intention to

2-14  authenticate a document.] intent to identify himself and adopt or

2-15  accept a record. The term includes, without limitation, an electronic

2-16  signature as defined in NRS 719.100.

2-17      [(i)] (j) “Stockholder of record” means a person whose name

2-18  appears on the stock ledger of the corporation.

2-19      [(j)] (k) “Street address” of a resident agent means the actual

2-20  physical location in this state at which a resident agent is available

2-21  for service of process.

2-22      2.  General terms and powers given in this chapter are not

2-23  restricted by the use of special terms, or by any grant of special

2-24  powers contained in this chapter.

2-25      Sec. 5.  NRS 78.027 is hereby amended to read as follows:

2-26      78.027  The Secretary of State may microfilm any [document]

2-27  record which is filed in his office [by] with respect to a corporation

2-28  pursuant to this chapter and may return the original [document]

2-29  record to the corporation.

2-30      Sec. 6.  NRS 78.028 is hereby amended to read as follows:

2-31      78.028  No [document] record which is written in a language

2-32  other than English may be filed or submitted for filing in the Office

2-33  of the Secretary of State pursuant to the provisions of this chapter

2-34  unless it is accompanied by a verified translation of that [document]

2-35  record into the English language.

2-36      Sec. 7.  NRS 78.029 is hereby amended to read as follows:

2-37      78.029  Before the issuance of stock an incorporator, and after

2-38  the issuance of stock an officer, of a corporation may authorize the

2-39  Secretary of State in writing to replace any page of a [document]

2-40  record submitted for filing[,] on an expedited basis, before the

2-41  actual filing, and to accept the page as if it were part of the

2-42  [originally signed filing.] original record.

2-43      Sec. 8.  NRS 78.0295 is hereby amended to read as follows:

2-44      78.0295  1.  A corporation may correct a [document filed by]

2-45  record filed in the Office of the Secretary of State with respect to

3-1  the corporation if the [document] record contains an inaccurate

3-2  [record] description of a corporate action [described in the

3-3  document] or if the record was defectively [executed,] signed,

3-4  attested, sealed, verified or acknowledged.

3-5  2.  To correct a [document,] record, the corporation shall:

3-6  (a) Prepare a certificate of correction which:

3-7       (1) States the name of the corporation;

3-8       (2) Describes the [document,] record, including, without

3-9  limitation, its filing date;

3-10          (3) Specifies the inaccuracy or defect;

3-11          (4) Sets forth the inaccurate or defective portion of the

3-12  [document] record in an accurate or corrected form; and

3-13          (5) Is signed by an officer of the corporation.

3-14      (b) Deliver the certificate to the Secretary of State for filing.

3-15      (c) Pay a filing fee of $150 to the Secretary of State.

3-16      3.  A certificate of correction is effective on the effective date

3-17  of the [document] record it corrects except as to persons relying on

3-18  the uncorrected [document] record and adversely affected by the

3-19  correction. As to those persons, the certificate is effective when

3-20  filed.

3-21      Sec. 9.  NRS 78.030 is hereby amended to read as follows:

3-22      78.030  1.  One or more persons may establish a corporation

3-23  for the transaction of any lawful business, or to promote or conduct

3-24  any legitimate object or purpose, pursuant and subject to the

3-25  requirements of this chapter, by:

3-26      (a) [Executing] Signing and filing in the Office of the Secretary

3-27  of State articles of incorporation; and

3-28      (b) Filing a certificate of acceptance of appointment, [executed]

3-29  signed by the resident agent of the corporation, in the Office of the

3-30  Secretary of State.

3-31      2.  The articles of incorporation must be as provided in NRS

3-32  78.035, and the Secretary of State shall require them to be in the

3-33  form prescribed. If any articles are defective in this respect, the

3-34  Secretary of State shall return them for correction.

3-35      Sec. 10.  NRS 78.035 is hereby amended to read as follows:

3-36      78.035  The articles of incorporation must set forth:

3-37      1.  The name of the corporation. A name appearing to be that of

3-38  a natural person and containing a given name or initials must not be

3-39  used as a corporate name except with an additional word or words

3-40  such as “Incorporated,” “Limited,” “Inc.,” “Ltd.,” “Company,”

3-41  “Co.,” “Corporation,” “Corp.,” or other word which identifies it as

3-42  not being a natural person.

3-43      2.  The name of the person designated as the corporation’s

3-44  resident agent, the street address of the resident agent where process

4-1  may be served upon the corporation, and the mailing address of the

4-2  resident agent if different from the street address.

4-3  3.  The number of shares the corporation is authorized to issue

4-4  and, if more than one class or series of stock is authorized, the

4-5  classes, the series and the number of shares of each class or series

4-6  which the corporation is authorized to issue, unless the articles

4-7  authorize the board of directors to fix and determine in a resolution

4-8  the classes, series and numbers of each class or series as provided in

4-9  NRS 78.195 and 78.196.

4-10      4.  The [number,] names and [post office box] mailing or street

4-11  addresses, either residence or business, of the first board of directors

4-12  or trustees, together with any desired provisions relative to the right

4-13  to change the number of directors as provided in NRS 78.115.

4-14      5.  The name and [post office box] mailing or street address,

4-15  either residence or business , of each of the incorporators

4-16  [executing] signing the articles of incorporation.

4-17      Sec. 11.  NRS 78.039 is hereby amended to read as follows:

4-18      78.039  1.  The name proposed for a corporation must be

4-19  distinguishable on the records of the Secretary of State from the

4-20  names of all other artificial persons formed, organized, registered or

4-21  qualified pursuant to the provisions of this title that are on file in the

4-22  Office of the Secretary of State and all names that are reserved in

4-23  the Office of the Secretary of State pursuant to the provisions of this

4-24  title. If a proposed name is not so distinguishable, the Secretary of

4-25  State shall return the articles of incorporation containing the

4-26  proposed name to the incorporator, unless the [written,

4-27  acknowledged] signed consent of the holder of the name on file or

4-28  reserved name to use the same name or the requested similar name

4-29  accompanies the articles of incorporation.

4-30      2.  For the purposes of this section and NRS 78.040, a proposed

4-31  name is not distinguishable from a name on file or reserved name

4-32  solely because one or the other contains distinctive lettering, a

4-33  distinctive mark, a trademark or a trade name, or any combination of

4-34  these.

4-35      3.  The name of a corporation whose charter has been revoked,

4-36  which has merged and is not the surviving entity or whose existence

4-37  has otherwise terminated is available for use by any other artificial

4-38  person.

4-39      4.  The Secretary of State may adopt regulations that interpret

4-40  the requirements of this section.

4-41      Sec. 12.  NRS 78.040 is hereby amended to read as follows:

4-42      78.040  1.  The Secretary of State, when requested so to do,

4-43  shall reserve, for a period of 90 days, the right to use any name

4-44  available under NRS 78.039, for the use of any proposed

4-45  corporation. During the period, a name so reserved is not available

5-1  for use or reservation by any other artificial person forming,

5-2  organizing, registering or qualifying in the Office of the Secretary of

5-3  State pursuant to the provisions of this title without the [written,

5-4  acknowledged] signed consent of the person at whose request the

5-5  reservation was made.

5-6  2.  The use by any other artificial person of a name in violation

5-7  of subsection 1 or NRS 78.039 may be enjoined, even if the

5-8  [document] record under which the artificial person is formed,

5-9  organized, registered or qualified has been filed by the Secretary of

5-10  State.

5-11      Sec. 13.  NRS 78.060 is hereby amended to read as follows:

5-12      78.060  1.  Any corporation organized under the provisions of

5-13  this chapter:

5-14      (a) Has all the rights, privileges and powers conferred by this

5-15  chapter.

5-16      (b) Has such rights, privileges and powers as may be conferred

5-17  upon corporations by any other existing law.

5-18      (c) May at any time exercise those rights, privileges and powers,

5-19  when not inconsistent with the provisions of this chapter, or with the

5-20  purposes and objects for which the corporation is organized.

5-21      (d) Unless otherwise provided in its articles, has perpetual

5-22  existence.

5-23      2.  Every corporation, by virtue of its existence as such, is

5-24  entitled:

5-25      (a) To have succession by its corporate name until dissolved and

5-26  its affairs are wound up according to law.

5-27      (b) To sue and be sued in any court of law or equity.

5-28      (c) To make contracts.

5-29      (d) [To hold, purchase and convey real and personal estate and

5-30  to mortgage or lease any such real and personal estate with its

5-31  franchises. The power to hold real and personal estate includes the

5-32  power to take it by devise or bequest in this state, or in any other

5-33  state, territory or country.

5-34      (e)] To appoint such officers and agents as the affairs of the

5-35  corporation require, and to allow them suitable compensation.

5-36      [(f)] (e) To make bylaws not inconsistent with the Constitution

5-37  or laws of the United States, or of this state, for the management,

5-38  regulation and government of its affairs and property, the transfer of

5-39  its stock, the transaction of its business, and the calling and holding

5-40  of meetings of its stockholders.

5-41      [(g)] (f) To wind up and dissolve itself, or be wound up or

5-42  dissolved, in the manner mentioned in this chapter.

5-43      [(h)] (g) Unless otherwise provided in the articles, to engage in

5-44  any lawful activity.

 

6-1  Sec. 14.  NRS 78.065 is hereby amended to read as follows:

6-2  78.065  1.  Every corporation, by virtue of its existence as

6-3  such, shall have power to adopt and use a common seal or stamp,

6-4  and alter the same at pleasure.

6-5  2.  The use of a seal or stamp by a corporation on any corporate

6-6  [documents] record is not necessary. The corporation may use a seal

6-7  or stamp, if it desires, but such use or nonuse [shall] must not in any

6-8  way affect the legality of the [document.] record.

6-9  Sec. 15.  NRS 78.070 is hereby amended to read as follows:

6-10      78.070  Subject to such limitations, if any, as may be contained

6-11  in its articles of incorporation, every corporation has the following

6-12  powers:

6-13      1.  To borrow money and contract debts when necessary for the

6-14  transaction of its business, or for the exercise of its corporate rights,

6-15  privileges or franchises, or for any other lawful purpose of its

6-16  incorporation[;] and to issue bonds, promissory notes, bills of

6-17  exchange, debentures, and other obligations and evidences of

6-18  indebtedness, payable at a specified time or times, or payable upon

6-19  the happening of a specified event or events, whether secured by

6-20  mortgage, pledge or other security, or unsecured, for money

6-21  borrowed, or in payment for property purchased[,] or acquired, or

6-22  for any other lawful object.

6-23      2.  To guarantee, purchase, hold, take, obtain, receive, subscribe

6-24  for, own, use, dispose of, sell, exchange, lease, lend, assign,

6-25  mortgage, pledge, or otherwise acquire, transfer or deal in or with

6-26  bonds or obligations of, or shares, securities or interests in or issued

6-27  by, any person, government, governmental agency or political

6-28  subdivision of government, and to exercise all the rights, powers

6-29  and privileges of ownership of such an interest, including the right

6-30  to vote, if any.

6-31      3.  To purchase, hold, sell, pledge and transfer shares of its own

6-32  stock, and use therefor its property or money.

6-33      4.  To conduct business, have one or more offices, and hold,

6-34  purchase, lease, mortgage , [and] convey and take by devise or

6-35  bequest real and personal property in this state, and in any of the

6-36  several states, territories, possessions and dependencies of the

6-37  United States, the District of Columbia, Puerto Rico and any foreign

6-38  countries.

6-39      5.  To do everything necessary and proper for the

6-40  accomplishment of the objects enumerated in its articles of

6-41  incorporation or necessary or incidental to the protection and benefit

6-42  of the corporation, and, in general, to carry on any lawful business

6-43  necessary or incidental to the attainment of the objects of the

6-44  corporation, whether or not the business is similar in nature to the

6-45  objects set forth in the articles of incorporation, except that:

7-1  (a) A corporation created under the provisions of this chapter

7-2  does not possess the power of issuing bills, notes or other evidences

7-3  of debt for circulation of money; and

7-4  (b) This chapter does not authorize the formation of banking

7-5  corporations to issue or circulate money or currency within this

7-6  state, or outside of this state, or at all, except the federal currency, or

7-7  the notes of banks authorized under the laws of the United States.

7-8  6.  To make donations for the public welfare or for charitable,

7-9  scientific or educational purposes.

7-10      7.  To enter into any relationship with another person in

7-11  connection with any lawful activities.

7-12      Sec. 16.  NRS 78.095 is hereby amended to read as follows:

7-13      78.095  1.  Within 30 days after changing the location of his

7-14  office from one address to another in this state, a resident agent shall

7-15  [execute] sign a certificate setting forth:

7-16      (a) The names of all the corporations represented by the resident

7-17  agent;

7-18      (b) The address at which the resident agent has maintained the

7-19  registered office for each of such corporations; and

7-20      (c) The new address to which the resident agency will be

7-21  transferred and at which the resident agent will thereafter maintain

7-22  the registered office for each of the corporations recited in the

7-23  certificate.

7-24      2.  Upon the filing of the certificate in the Office of the

7-25  Secretary of State , the registered office in this state of each of the

7-26  corporations recited in the certificate is located at the new address of

7-27  the resident agent thereof as set forth in the certificate.

7-28      Sec. 17.  NRS 78.097 is hereby amended to read as follows:

7-29      78.097  1.  A resident agent who desires to resign shall file

7-30  with the Secretary of State a signed statement for each corporation

7-31  that he is unwilling to continue to act as the agent of the corporation

7-32  for the service of process. A resignation is not effective until the

7-33  signed statement is filed with the Secretary of State.

7-34      2.  The statement of resignation may contain a statement of the

7-35  affected corporation appointing a successor resident agent for that

7-36  corporation. A certificate of acceptance [executed] signed by the

7-37  new resident agent, stating the full name, complete street address

7-38  and, if different from the street address, mailing address of the new

7-39  resident agent, must accompany the statement appointing a

7-40  successor resident agent.

7-41      3.  Upon the filing of the statement of resignation with the

7-42  Secretary of State , the capacity of the resigning person as resident

7-43  agent terminates. If the statement of resignation contains no

7-44  statement by the corporation appointing a successor resident agent,

7-45  the resigning resident agent shall immediately give written notice,

8-1  by mail, to the corporation of the filing of the statement and its

8-2  effect. The notice must be addressed to any officer of the

8-3  corporation other than the resident agent.

8-4  4.  If a resident agent dies, resigns or removes from the State,

8-5  the corporation, within 30 days thereafter, shall file with the

8-6  Secretary of State a certificate of acceptance [executed] signed by

8-7  the new resident agent. The certificate must set forth the full name

8-8  and complete street address of the new resident agent for the service

8-9  of process, and may have a separate mailing address, such as post

8-10  office box, which may be different from the street address.

8-11      5.  A corporation that fails to file a certificate of acceptance

8-12  [executed] signed by the new resident agent within 30 days after the

8-13  death, resignation or removal of its former resident agent shall be

8-14  deemed in default and is subject to the provisions of NRS 78.170

8-15  and 78.175.

8-16      Sec. 18.  NRS 78.105 is hereby amended to read as follows:

8-17      78.105  1.  A corporation shall keep a copy of the following

8-18  records at its registered office:

8-19      (a) A copy certified by the Secretary of State of its articles of

8-20  incorporation, and all amendments thereto;

8-21      (b) A copy certified by an officer of the corporation of its

8-22  bylaws and all amendments thereto; and

8-23      (c) A stock ledger or a duplicate stock ledger, revised annually,

8-24  containing the names, alphabetically arranged, of all persons who

8-25  are stockholders of the corporation, showing their places of

8-26  residence, if known, and the number of shares held by them

8-27  respectively. In lieu of the stock ledger or duplicate stock ledger,

8-28  the corporation may keep a statement setting out the name of the

8-29  custodian of the stock ledger or duplicate stock ledger, and the

8-30  present and complete [post office address, including street and

8-31  number, if any,] mailing or street address where the stock ledger or

8-32  duplicate stock ledger specified in this section is kept.

8-33      2.  [A corporation shall maintain the records required by

8-34  subsection 1 in written form or in another form capable of

8-35  conversion into written form within a reasonable time.

8-36      3.] Any person who has been a stockholder of record of a

8-37  corporation for at least 6 months immediately preceding his

8-38  demand, or any person holding, or thereunto authorized in writing

8-39  by the holders of, at least 5 percent of all of its outstanding shares,

8-40  upon at least 5 days’ written demand is entitled to inspect in person

8-41  or by agent or attorney, during usual business hours, the records

8-42  required by subsection 1 and make copies therefrom. Holders of

8-43  voting trust certificates representing shares of the corporation must

8-44  be regarded as stockholders for the purpose of this subsection. Every

8-45  corporation that neglects or refuses to keep the records required by

9-1  subsection 1 open for inspection, as required in this subsection, shall

9-2  forfeit to the State the sum of $25 for every day of such neglect or

9-3  refusal.

9-4  [4.] 3. If any corporation willfully neglects or refuses to make

9-5  any proper entry in the stock ledger or duplicate copy thereof, or

9-6  neglects or refuses to permit an inspection of the records required by

9-7  subsection 1 upon demand by a person entitled to inspect them, or

9-8  refuses to permit copies to be made therefrom, as provided in

9-9  subsection [3,] 2, the corporation is liable to the person injured for

9-10  all damages resulting to him therefrom.

9-11      [5.] 4. When the corporation keeps a statement in the manner

9-12  provided for in paragraph (c) of subsection 1, the information

9-13  contained thereon must be given to any stockholder of the

9-14  corporation demanding the information, when the demand is made

9-15  during business hours. Every corporation that neglects or refuses to

9-16  keep a statement available, as in this subsection required, shall

9-17  forfeit to the State the sum of $25 for every day of such neglect or

9-18  refusal.

9-19      [6.] 5. In every instance where an attorney or other agent of the

9-20  stockholder seeks the right of inspection, the demand must be

9-21  accompanied by a power of attorney [executed] signed by the

9-22  stockholder authorizing the attorney or other agent to inspect on

9-23  behalf of the stockholder.

9-24      [7.] 6. The right to copy records under subsection [3] 2

9-25  includes, if reasonable, the right to make copies by photographic,

9-26  xerographic or other means.

9-27      [8.] 7. The corporation may impose a reasonable charge to

9-28  recover the costs of labor and materials and the cost of copies of any

9-29  [documents] records provided to the stockholder.

9-30      Sec. 19.  NRS 78.115 is hereby amended to read as follows:

9-31      78.115  The business of every corporation must be managed

9-32  [by] under the direction of a board of directors or trustees, all of

9-33  whom must be natural persons who are at least 18 years of age. A

9-34  corporation must have at least one director, and may provide in its

9-35  articles of incorporation or in its bylaws for a fixed number of

9-36  directors or a variable number of directors , [within a fixed

9-37  minimum and maximum,] and for the manner in which the number

9-38  of directors may be increased or decreased. Unless otherwise

9-39  provided in the articles of incorporation, directors need not be

9-40  stockholders.

9-41      Sec. 20.  NRS 78.120 is hereby amended to read as follows:

9-42      78.120  1.  Subject only to such limitations as may be

9-43  provided by this chapter, or the articles of incorporation of the

9-44  corporation, the board of directors has full control over the affairs of

9-45  the corporation.

10-1      2.  [Subject] Except as otherwise provided in this subsection

10-2  and subject to the bylaws, if any, adopted by the stockholders, the

10-3  directors may make the bylaws of the corporation. Unless otherwise

10-4  prohibited by any bylaw adopted by the stockholders, the directors

10-5  may adopt, amend or repeal any bylaw, including any bylaw

10-6  adopted by the stockholders. The articles of incorporation may

10-7  grant the authority to adopt bylaws exclusively to the directors.

10-8      3.  The selection of a period for the achievement of corporate

10-9  goals is the responsibility of the directors.

10-10     Sec. 21.  NRS 78.125 is hereby amended to read as follows:

10-11     78.125  1.  Unless it is otherwise provided in the articles of

10-12  incorporation, the board of directors may designate one or more

10-13  committees which, to the extent provided in the resolution or

10-14  resolutions or in the bylaws of the corporation, have and may

10-15  exercise the powers of the board of directors in the management of

10-16  the business and affairs of the corporation.

10-17     2.  [The committee or committees must have such name or

10-18  names as may be stated in the bylaws of the corporation or as may

10-19  be determined from time to time by resolution adopted by the board

10-20  of directors.

10-21     3.] Each committee must include at least one director. Unless

10-22  the articles of incorporation or the bylaws provide otherwise, the

10-23  board of directors may appoint natural persons who are not directors

10-24  to serve on committees.

10-25     [4.] 3. The board of directors may designate one or more

10-26  directors as alternate members of a committee to replace any

10-27  member who is disqualified or absent from a meeting of the

10-28  committee. The bylaws of the corporation may provide that, unless

10-29  the board of directors appoints alternate members pursuant to this

10-30  subsection, the member or members of a committee present at a

10-31  meeting and not disqualified from voting, whether or not the

10-32  member or members constitute a quorum, may unanimously appoint

10-33  another member of the board of directors to act at the meeting in the

10-34  place of an absent or disqualified member of the committee.

10-35     Sec. 22.  NRS 78.135 is hereby amended to read as follows:

10-36     78.135  1.  The statement in the articles of incorporation of the

10-37  objects, purposes, powers and authorized business of the corporation

10-38  constitutes, as between the corporation and its directors, officers or

10-39  stockholders, an authorization to the directors and a limitation upon

10-40  the actual authority of the representatives of the corporation. Such

10-41  limitations may be asserted in a proceeding by a stockholder or the

10-42  State to enjoin the doing or continuation of unauthorized business

10-43  by the corporation or its officers, or both, in cases where third

10-44  parties have not acquired rights thereby, or to dissolve the

10-45  corporation, or in a proceeding by the corporation or by the

11-1  stockholders suing in a representative suit against the officers or

11-2  directors of the corporation for violation of their authority.

11-3      2.  No limitation upon the business, purposes or powers of the

11-4  corporation or upon the powers of the stockholders, officers or

11-5  directors, or the manner of exercise of such powers, contained in or

11-6  implied by the articles may be asserted as between the corporation

11-7  or any stockholder and any third person.

11-8      3.  Any contract or conveyance, otherwise lawful, made in the

11-9  name of a corporation, which is authorized or ratified by the

11-10  directors, or is done within the scope of the authority, actual or

11-11  apparent, given by the directors, binds the corporation, and the

11-12  corporation acquires rights thereunder, whether the contract is

11-13  [executed] signed or is wholly or in part executory.

11-14     Sec. 23.  NRS 78.138 is hereby amended to read as follows:

11-15     78.138  1.  Directors and officers shall exercise their powers in

11-16  good faith and with a view to the interests of the corporation.

11-17     2.  In performing their respective duties, directors and officers

11-18  are entitled to rely on information, opinions, reports, books of

11-19  account or statements, including financial statements and other

11-20  financial data, that are prepared or presented by:

11-21     (a) One or more directors, officers or employees of the

11-22  corporation reasonably believed to be reliable and competent in the

11-23  matters prepared or presented;

11-24     (b) Counsel, public accountants, financial advisers, valuation

11-25  advisers, investment bankers or other persons as to matters

11-26  reasonably believed to be within the preparer’s or presenter’s

11-27  professional or expert competence; or

11-28     (c) A committee on which the director or officer relying thereon

11-29  does not serve, established in accordance with NRS 78.125, as to

11-30  matters within the committee’s designated authority and matters on

11-31  which the committee is reasonably believed to merit

11-32  confidence,

11-33  but a director or officer is not entitled to rely on such information,

11-34  opinions, reports, books of account or statements if he has

11-35  knowledge concerning the matter in question that would cause

11-36  reliance thereon to be unwarranted.

11-37     3.  Directors and officers, in deciding upon matters of business,

11-38  are presumed to act in good faith, on an informed basis and with a

11-39  view to the interests of the corporation.

11-40     4.  Directors and officers, in exercising their respective powers

11-41  with a view to the interests of the corporation, may consider:

11-42     (a) The interests of the corporation’s employees, suppliers,

11-43  creditors and customers;

11-44     (b) The economy of the State and Nation;

11-45     (c) The interests of the community and of society; and

12-1      (d) The long-term as well as short-term interests of the

12-2  corporation and its stockholders, including the possibility that these

12-3  interests may be best served by the continued independence of the

12-4  corporation.

12-5      5.  Directors and officers are not required to consider the effect

12-6  of a proposed corporate action upon any particular group having an

12-7  interest in the corporation as a dominant factor.

12-8      6.  The provisions of subsections 4 and 5 do not create or

12-9  authorize any causes of action against the corporation or its directors

12-10  or officers.

12-11     7.  Except as otherwise provided in NRS 35.230, 90.660,

12-12  91.250, 452.200, 452.270, 668.045 and 694A.030, or unless the

12-13  articles of incorporation or an amendment thereto, in each case

12-14  filed on or after October 1, 2003, provide for greater individual

12-15  liability, a director or officer is not individually liable to the

12-16  corporation or its stockholders or creditors for any damages as a

12-17  result of any act or failure to act in his capacity as a director or

12-18  officer unless it is proven that:

12-19     (a) His act or failure to act constituted a breach of his fiduciary

12-20  duties as a director or officer; and

12-21     (b) His breach of those duties involved intentional misconduct,

12-22  fraud or a knowing violation of law.

12-23     Sec. 24.  NRS 78.140 is hereby amended to read as follows:

12-24     78.140  1.  A contract or other transaction is not void or

12-25  voidable solely because:

12-26     (a) The contract or transaction is between a corporation and:

12-27         (1) One or more of its directors or officers; or

12-28         (2) Another corporation, firm or association in which one or

12-29  more of its directors or officers are directors or officers or are

12-30  financially interested;

12-31     (b) A common or interested director or officer:

12-32         (1) Is present at the meeting of the board of directors or a

12-33  committee thereof which authorizes or approves the contract or

12-34  transaction; or

12-35         (2) Joins in the [execution] signing of a written consent

12-36  which authorizes or approves the contract or transaction pursuant to

12-37  subsection 2 of NRS 78.315; or

12-38     (c) The vote or votes of a common or interested director are

12-39  counted for the purpose of authorizing or approving the contract or

12-40  transaction,

12-41  if one of the circumstances specified in subsection 2 exists.

12-42     2.  The circumstances in which a contract or other transaction is

12-43  not void or voidable pursuant to subsection 1 are:

12-44     (a) The fact of the common directorship, office or financial

12-45  interest is known to the board of directors or committee, and the

13-1  board or committee authorizes, approves or ratifies the contract or

13-2  transaction in good faith by a vote sufficient for the purpose without

13-3  counting the vote or votes of the common or interested director or

13-4  directors.

13-5      (b) The fact of the common directorship, office or financial

13-6  interest is known to the stockholders, and they approve or ratify the

13-7  contract or transaction in good faith by a majority vote of

13-8  stockholders holding a majority of the voting power. The votes of

13-9  the common or interested directors or officers must be counted in

13-10  any such vote of stockholders.

13-11     (c) The fact of the common directorship, office or financial

13-12  interest is not known to the director or officer at the time the

13-13  transaction is brought before the board of directors of the

13-14  corporation for action.

13-15     (d) The contract or transaction is fair as to the corporation at the

13-16  time it is authorized or approved.

13-17     3.  Common or interested directors may be counted in

13-18  determining the presence of a quorum at a meeting of the board of

13-19  directors or a committee thereof which authorizes, approves or

13-20  ratifies a contract or transaction, and if the votes of the common or

13-21  interested directors are not counted at the meeting, then a majority

13-22  of the disinterested directors may authorize, approve or ratify a

13-23  contract or transaction.

13-24     4.  Unless otherwise provided in the articles of incorporation or

13-25  the bylaws, the board of directors, without regard to personal

13-26  interest, may establish the compensation of directors for services in

13-27  any capacity. If the board of directors establishes the compensation

13-28  of directors pursuant to this subsection, such compensation is

13-29  presumed to be fair to the corporation unless proven unfair by a

13-30  preponderance of the evidence.

13-31     Sec. 25.  NRS 78.165 is hereby amended to read as follows:

13-32     78.165  1.  Every list required to be filed under the provisions

13-33  of NRS 78.150 to 78.185, inclusive, must, after the name of each

13-34  officer and director listed thereon, set forth the [post office box]

13-35  mailing or street address, either residence or business, of each

13-36  officer and director.

13-37     2.  If the addresses are not stated for each person on any list

13-38  offered for filing, the Secretary of State may refuse to file the list,

13-39  and the corporation for which the list has been offered for filing is

13-40  subject to all the provisions of NRS 78.150 to 78.185, inclusive,

13-41  relating to failure to file the list within or at the times therein

13-42  specified, unless a list is subsequently submitted for filing which

13-43  conforms to the provisions of NRS 78.150 to 78.185, inclusive.

 

 

14-1      Sec. 26.  NRS 78.185 is hereby amended to read as follows:

14-2      78.185  1.  Except as otherwise provided in subsection 2, if a

14-3  corporation applies to reinstate or revive its charter but its name has

14-4  been legally reserved or acquired by another artificial person

14-5  formed, organized, registered or qualified pursuant to the provisions

14-6  of this title whose name is on file with the Office of the Secretary of

14-7  State or reserved in the Office of the Secretary of State pursuant to

14-8  the provisions of this title, the corporation shall in its application for

14-9  reinstatement submit in writing to the Secretary of State some other

14-10  name under which it desires its corporate existence to be reinstated

14-11  or revived. If that name is distinguishable from all other names

14-12  reserved or otherwise on file, the Secretary of State shall issue to the

14-13  applying corporation a certificate of reinstatement or revival under

14-14  that new name. Upon the issuance of a certificate of reinstatement

14-15  or revival under that new name, the articles of incorporation of

14-16  the applying corporation shall be deemed to reflect the new name

14-17  without the corporation having to comply with the provisions of

14-18  NRS 78.385, 78.390 or 78.403.

14-19     2.  If the applying corporation submits the [written,

14-20  acknowledged] signed consent of the artificial person having a

14-21  name, or the person who has reserved a name, which is not

14-22  distinguishable from the old name of the applying corporation or a

14-23  new name it has submitted, it may be reinstated or revived under

14-24  that name.

14-25     3.  For the purposes of this section, a proposed name is not

14-26  distinguishable from a name on file or reserved name solely because

14-27  one or the other contains distinctive lettering, a distinctive mark, a

14-28  trademark or a trade name, or any combination of these.

14-29     4.  The Secretary of State may adopt regulations that interpret

14-30  the requirements of this section.

14-31     Sec. 27.  NRS 78.195 is hereby amended to read as follows:

14-32     78.195  1.  If a corporation desires to have more than one class

14-33  or series of stock, the articles of incorporation must prescribe, or

14-34  vest authority in the board of directors to prescribe, the classes,

14-35  series and the number of each class or series of stock and the voting

14-36  powers, designations, preferences, limitations, restrictions and

14-37  relative rights of each class or series of stock. If more than one class

14-38  or series of stock is authorized, the articles of incorporation or the

14-39  resolution of the board of directors passed pursuant to a provision of

14-40  the articles must prescribe a distinguishing designation for each

14-41  class and series. The voting powers, designations, preferences,

14-42  limitations, restrictions, relative rights and distinguishing

14-43  designation of each class or series of stock must be described in the

14-44  articles of incorporation or the resolution of the board of directors

14-45  before the issuance of shares of that class or series.

15-1      2.  All shares of a series must have voting powers, designations,

15-2  preferences, limitations, restrictions and relative rights identical with

15-3  those of other shares of the same series and, except to the extent

15-4  otherwise provided in the description of the series, with those of

15-5  other series of the same class.

15-6      3.  Unless otherwise provided in the articles of incorporation,

15-7  no stock issued as fully paid up may ever be assessed and the

15-8  articles of incorporation must not be amended in this particular.

15-9      4.  Any rate, condition or time for payment of distributions on

15-10  any class or series of stock may be made dependent upon any fact or

15-11  event which may be ascertained outside the articles of incorporation

15-12  or the resolution providing for the distributions adopted by the board

15-13  of directors if the manner in which a fact or event may operate upon

15-14  the rate, condition or time of payment for the distributions is stated

15-15  in the articles of incorporation or the resolution. As used in this

15-16  subsection, “fact or event” includes, without limitation, the

15-17  existence of a fact or occurrence of an event, including, without

15-18  limitation, a determination or action by a person, government,

15-19  governmental agency or political subdivision of a government.

15-20     5.  The provisions of this section do not restrict the directors of

15-21  a corporation from taking action to protect the interests of the

15-22  corporation and its stockholders, including, but not limited to,

15-23  adopting or [executing] signing plans, arrangements or instruments

15-24  that grant rights to stockholders or that deny rights, privileges,

15-25  power or authority to a holder of a specified number of shares or

15-26  percentage of share ownership or voting power.

15-27     Sec. 28.  NRS 78.196 is hereby amended to read as follows:

15-28     78.196  1.  Each corporation must have:

15-29     (a) One or more classes or series of shares that together have

15-30  unlimited voting rights; and

15-31     (b) One or more classes or series of shares that together are

15-32  entitled to receive the net assets of the corporation upon

15-33  dissolution.

15-34  If the articles of incorporation provide for only one class of stock,

15-35  that class of stock has unlimited voting rights and is entitled to

15-36  receive the net assets of the corporation upon dissolution.

15-37     2.  The articles of incorporation, or a resolution of the board of

15-38  directors pursuant thereto, may authorize one or more classes or

15-39  series of stock that:

15-40     (a) Have special, conditional or limited voting powers, or no

15-41  right to vote, except to the extent otherwise provided by this title;

15-42     (b) Are redeemable or convertible:

15-43         (1) At the option of the corporation, the stockholders or

15-44  another person, or upon the occurrence of a designated event;

15-45         (2) For cash, indebtedness, securities or other property; or

16-1          (3) In a designated amount or in an amount determined in

16-2  accordance with a designated formula or by reference to extrinsic

16-3  data or events;

16-4      (c) Entitle the stockholders to distributions calculated in any

16-5  manner, including dividends that may be cumulative, noncumulative

16-6  or partially cumulative;

16-7      (d) Have preference over any other class or series of shares with

16-8  respect to distributions, including dividends and distributions upon

16-9  the dissolution of the corporation;

16-10     (e) Have par value; or

16-11     (f) Have powers, designations, preferences, limitations,

16-12  restrictions and relative rights dependent upon any fact or event

16-13  which may be ascertained outside of the articles of incorporation or

16-14  the resolution if the manner in which the fact or event may operate

16-15  on such class or series of stock is stated in the articles of

16-16  incorporation or the resolution. As used in this paragraph, “fact or

16-17  event” includes, without limitation, the existence of a fact or

16-18  occurrence of an event, including, without limitation, a

16-19  determination or action by a person, government, governmental

16-20  agency or political subdivision of a government.

16-21     3.  Unless otherwise provided in the articles of incorporation or

16-22  in a resolution of the board of directors establishing a class or series

16-23  of stock, shares which are subject to redemption and which have

16-24  been called for redemption are not deemed to be outstanding shares

16-25  for purposes of voting or determining the total number of shares

16-26  entitled to vote on a matter on and after the date on which:

16-27     (a) Written notice of redemption has been sent to the holders of

16-28  such shares; and

16-29     (b) A sum sufficient to redeem the shares has been irrevocably

16-30  deposited or set aside to pay the redemption price to the holders of

16-31  the shares upon surrender of any certificates.

16-32     4.  The description of voting powers, designations, preferences,

16-33  limitations, restrictions and relative rights of the classes or series of

16-34  shares contained in this section is not exclusive.

16-35     Sec. 29.  NRS 78.200 is hereby amended to read as follows:

16-36     78.200  1.  A corporation may create and issue[, whether in

16-37  connection with the issue and sale of any shares of stock or other

16-38  securities of the corporation,] rights or options entitling the holders

16-39  thereof to purchase from the corporation any shares of its stock of

16-40  any class or classes[,] to be evidenced by or in such instrument or

16-41  instruments as are approved by the board of directors.

16-42     2.  The terms upon which, the time or times, which may be

16-43  limited or unlimited in duration, at or within which, and the price or

16-44  prices , including a formula by which such price or prices may be

16-45  determined, at which any such shares may be purchased from the

17-1  corporation upon the exercise of any such [a] right or option [must]

17-2  may be fixed and stated in the articles of incorporation or in a

17-3  resolution or resolutions adopted by the board of directors providing

17-4  for the creation and issue of the rights or options, and, in every case,

17-5  set forth or incorporated by reference in the instrument or

17-6  instruments evidencing the rights or options. The judgment of the

17-7  board of directors as to the consideration for such rights or

17-8  options issued is conclusive in the absence of actual fraud in the

17-9  transaction.

17-10     3.  The board of directors may authorize one or more officers

17-11  of the corporation to:

17-12     (a) Designate the persons to be recipients of rights or options

17-13  created by the corporation; and

17-14     (b) Determine the number of rights or options to be received by

17-15  the persons designated pursuant to paragraph (a).

17-16     4.  The authorization pursuant to subsection 3 must specify

17-17  the maximum number of rights or options the officer or officers

17-18  may award. The board of directors may not authorize an officer to

17-19  designate himself as a recipient of the rights or options.

17-20     Sec. 30.  NRS 78.205 is hereby amended to read as follows:

17-21     78.205  1.  A corporation is not obligated to but may [execute]

17-22  sign and deliver a certificate for or including a fraction of a share.

17-23     2.  In lieu of [executing] signing and delivering a certificate for

17-24  a fraction of a share, a corporation may:

17-25     (a) Pay to any person otherwise entitled to become a holder of a

17-26  fraction of a share:

17-27         (1) The appraised value of that share if the appraisal was

17-28  properly demanded pursuant to this chapter or chapter 92A of NRS;

17-29  or

17-30         (2) If no appraisal was demanded or an appraisal was not

17-31  properly demanded, an amount in cash specified for that purpose as

17-32  the value of the fraction in the articles, plan of reorganization, plan

17-33  of merger or exchange, resolution of the board of directors, or other

17-34  instrument pursuant to which the fractional share would otherwise

17-35  be issued, or, if not specified, then as may be determined for that

17-36  purpose by the board of directors of the issuing corporation;

17-37     (b) Issue such additional fraction of a share as is necessary to

17-38  increase the fractional share to a full share; or

17-39     (c) [Execute] Sign and deliver registered or bearer scrip over the

17-40  manual or facsimile signature of an officer of the corporation or of

17-41  its agent for that purpose, exchangeable as provided on the scrip for

17-42  full share certificates, but the scrip does not entitle the holder to any

17-43  rights as a stockholder except as provided on the scrip. The scrip

17-44  may provide that it becomes void unless the rights of the holders are

17-45  exercised within a specified period and may contain any other

18-1  provisions or conditions that the corporation deems advisable.

18-2  Whenever any scrip ceases to be exchangeable for full share

18-3  certificates, the shares that would otherwise have been issuable as

18-4  provided on the scrip are deemed to be treasury shares unless the

18-5  scrip contains other provisions for their disposition.

18-6      3.  The provisions of this section do not prevent a person who

18-7  holds a fractional share from disputing the appraised value of a

18-8  share pursuant to NRS 92A.300 to 92A.500, inclusive, if the person

18-9  is otherwise entitled to exercise such rights.

18-10     Sec. 31.  NRS 78.2055 is hereby amended to read as follows:

18-11     78.2055  1.  Unless otherwise provided in the articles of

18-12  incorporation, a corporation that desires to decrease the number of

18-13  issued and outstanding shares of a class or series held by each

18-14  stockholder of record at the effective date and time of the change

18-15  without correspondingly decreasing the number of authorized shares

18-16  of the same class or series may do so if:

18-17     (a) The board of directors adopts a resolution setting forth the

18-18  proposal to decrease the number of issued and outstanding shares of

18-19  a class or series; and

18-20     (b) The proposal is approved by the vote of stockholders holding

18-21  a majority of the voting power of the affected class or series, or such

18-22  greater proportion as may be provided in the articles of

18-23  incorporation, regardless of limitations or restrictions on the voting

18-24  power of the affected class or series.

18-25     2.  If the proposal required by subsection 1 is approved by the

18-26  stockholders entitled to vote, the corporation may reissue its stock in

18-27  accordance with the proposal after the effective date and time of the

18-28  change.

18-29     3.  [If] Except as otherwise provided in this subsection, if a

18-30  proposed decrease in the number of issued and outstanding shares of

18-31  any class or series would adversely alter or change any preference,

18-32  or any relative or other right given to any other class or series of

18-33  outstanding shares, then the decrease must be approved by the vote,

18-34  in addition to any vote otherwise required, of the holders of shares

18-35  representing a majority of the voting power of each class or series

18-36  whose preference or rights are adversely affected by the decrease, or

18-37  such greater proportion as may be provided in the articles of

18-38  incorporation, regardless of limitations or restrictions on the voting

18-39  power of the adversely affected class or series. The decrease does

18-40  not have to be approved by the vote of the holders of shares

18-41  representing a majority of the voting power of each class or series

18-42  whose preference or rights are adversely affected by the decrease

18-43  if the articles of incorporation specifically deny the right to vote on

18-44  such a decrease.

19-1      4.  Any proposal to decrease the number of issued and

19-2  outstanding shares of any class or series, if any, that includes

19-3  provisions pursuant to which only money will be paid or scrip will

19-4  be issued to stockholders who:

19-5      (a) Before the decrease in the number of shares becomes

19-6  effective, hold 1 percent or more of the outstanding shares of the

19-7  affected class or series; and

19-8      (b) Would otherwise be entitled to receive fractions of shares in

19-9  exchange for the cancellation of all their outstanding shares,

19-10  is subject to the provisions of NRS 92A.300 to 92A.500, inclusive.

19-11  If the proposal is subject to those provisions, any stockholder who is

19-12  obligated to accept money or scrip rather than receive a fraction of a

19-13  share resulting from the action taken pursuant to this section may

19-14  dissent in accordance with the provisions of NRS 92A.300 to

19-15  92A.500, inclusive, and obtain payment of the fair value of the

19-16  fraction of a share to which the stockholder would otherwise be

19-17  entitled.

19-18     Sec. 32.  NRS 78.207 is hereby amended to read as follows:

19-19     78.207  1.  Unless otherwise provided in the articles of

19-20  incorporation, a corporation that desires to change the number of

19-21  shares of a class or series, if any, of its authorized stock by

19-22  increasing or decreasing the number of authorized shares of the

19-23  class or series and correspondingly increasing or decreasing the

19-24  number of issued and outstanding shares of the same class or series

19-25  held by each stockholder of record at the effective date and time of

19-26  the change, may, except as otherwise provided in subsections 2 and

19-27  3, do so by a resolution adopted by the board of directors, without

19-28  obtaining the approval of the stockholders. The resolution may also

19-29  provide for a change of the par value, if any, of the same class or

19-30  series of the shares increased or decreased. After the effective date

19-31  and time of the change, the corporation may issue its stock in

19-32  accordance therewith.

19-33     2.  A proposal to increase or decrease the number of authorized

19-34  shares of any class or series, if any, that includes provisions

19-35  pursuant to which only money will be paid or scrip will be issued to

19-36  stockholders who:

19-37     (a) Before the increase or decrease in the number of shares

19-38  becomes effective, in the aggregate hold 10 percent or more of the

19-39  outstanding shares of the affected class or series; and

19-40     (b) Would otherwise be entitled to receive fractions of shares in

19-41  exchange for the cancellation of all of their outstanding

19-42  shares,

19-43  must be approved by the vote of stockholders holding a majority of

19-44  the voting power of the affected class or series, or such greater

20-1  proportion as may be provided in the articles of incorporation,

20-2  regardless of limitations or restrictions on the voting power thereof.

20-3      3.  [If] Except as otherwise provided in this subsection, if a

20-4  proposed increase or decrease in the number of authorized shares of

20-5  any class or series would adversely alter or change any preference or

20-6  any relative or other right given to any other class or series of

20-7  outstanding shares, then the increase or decrease must be approved

20-8  by the vote, in addition to any vote otherwise required, of the

20-9  holders of shares representing a majority of the voting power of

20-10  each class or series whose preference or rights are adversely

20-11  affected by the increase or decrease, regardless of limitations or

20-12  restrictions on the voting power thereof. The increase or decrease

20-13  does not have to be approved by the vote of the holders of shares

20-14  representing a majority of the voting power in each class or series

20-15  whose preference or rights are adversely affected by the increase

20-16  or decrease if the articles of incorporation specifically deny the

20-17  right to vote on such an increase or decrease.

20-18     4.  Any proposal to increase or decrease the number of

20-19  authorized shares of any class or series, if any, that includes

20-20  provisions pursuant to which only money will be paid or scrip will

20-21  be issued to stockholders who:

20-22     (a) Before the increase or decrease in the number of shares

20-23  becomes effective, hold 1 percent or more of the outstanding shares

20-24  of the affected class or series; and

20-25     (b) Would otherwise be entitled to receive a fraction of a share

20-26  in exchange for the cancellation of all of their outstanding

20-27  shares,

20-28  is subject to the provisions of NRS 92A.300 to 92A.500, inclusive.

20-29  If the proposal is subject to those provisions, any stockholder who is

20-30  obligated to accept money or scrip rather than receive a fraction of a

20-31  share resulting from the action taken pursuant to this section may

20-32  dissent in accordance with those provisions and obtain payment of

20-33  the fair value of the fraction of a share to which the stockholder

20-34  would otherwise be entitled.

20-35     Sec. 33.  NRS 78.220 is hereby amended to read as follows:

20-36     78.220  1.  Subscriptions to the shares of a corporation,

20-37  whether made before or after its organization, must be paid in full at

20-38  such time or in such installments at such times as determined by the

20-39  board of directors. Any call made by the board of directors for

20-40  payment on subscriptions must be uniform as to all shares of the

20-41  same class or series.

20-42     2.  If default is made in the payment of any installment or call,

20-43  the corporation may proceed to collect the amount due in the same

20-44  manner as any debt due the corporation. In addition, the corporation

20-45  may sell a sufficient number of the subscriber’s shares at public

21-1  auction to pay for the installment or call and any incidental charges

21-2  incurred as a result of the sale. No penalty causing a forfeiture of a

21-3  subscription, of stock for which a subscription has been [executed,]

21-4  signed, or of amounts paid thereon, may be declared against any

21-5  subscriber unless the amount due remains unpaid for 30 days after

21-6  written demand. Such written demand shall be deemed made when

21-7  it is mailed by registered or certified mail, return receipt requested,

21-8  to the subscriber’s last known address. If any of the subscriber’s

21-9  shares are sold at public auction, any excess of the proceeds over the

21-10  total of the amount due plus any incidental charges of the sale must

21-11  be paid to the subscriber or his legal representative. If an action is

21-12  brought to recover the amount due on a subscription or call, any

21-13  judgment in favor of the corporation must be reduced by the amount

21-14  of the net proceeds of any sale by the corporation of the subscriber’s

21-15  stock.

21-16     3.  All stock subject to a delinquent installment or call and all

21-17  amounts previously paid by a delinquent subscriber for the stock

21-18  must be forfeited to the corporation if an amount due from a

21-19  subscriber remains unpaid, the corporation has complied with the

21-20  requirements of subsection 2 and:

21-21     (a) A bidder does not purchase the subscriber’s shares at public

21-22  auction; or

21-23     (b) The corporation does not collect the defaulted amount by an

21-24  action at law.

21-25     4.  If a receiver of a corporation has been appointed, all unpaid

21-26  subscriptions must be paid at such times and in such installments as

21-27  the receiver or the court may direct, subject, however, to the

21-28  provisions of the subscription contract.

21-29     5.  A subscription for shares of a corporation to be organized is

21-30  irrevocable for 6 months unless otherwise provided by the

21-31  subscription agreement or unless all of the subscribers consent to the

21-32  revocation of the subscription.

21-33     Sec. 34.  NRS 78.257 is hereby amended to read as follows:

21-34     78.257  1.  Any person who has been a stockholder of record

21-35  of any corporation and owns not less than 15 percent of all of the

21-36  issued and outstanding shares of the stock of such corporation or has

21-37  been authorized in writing by the holders of at least 15 percent of all

21-38  its issued and outstanding shares, upon at least 5 days’ written

21-39  demand, is entitled to inspect in person or by agent or attorney,

21-40  during normal business hours, the books of account and all financial

21-41  records of the corporation, to make copies of records, and to conduct

21-42  an audit of such records. Holders of voting trust certificates

21-43  representing 15 percent of the issued and outstanding shares of the

21-44  corporation [shall be] are regarded as stockholders for the purpose

21-45  of this subsection. The right of stockholders to inspect the corporate

22-1  records may not be limited in the articles or bylaws of any

22-2  corporation.

22-3      2.  All costs for making copies of records or conducting an

22-4  audit must be borne by the person exercising his rights set forth in

22-5  subsection 1.

22-6      3.  The rights authorized by subsection 1 may be denied to any

22-7  stockholder upon his refusal to furnish the corporation an affidavit

22-8  that such inspection, copies or audit is not desired for any purpose

22-9  not related to his interest in the corporation as a stockholder. Any

22-10  stockholder or other person, exercising rights set forth in subsection

22-11  1, who uses or attempts to use information, [documents,] records or

22-12  other data obtained from the corporation, for any purpose not related

22-13  to the stockholder’s interest in the corporation as a stockholder, is

22-14  guilty of a gross misdemeanor.

22-15     4.  If any officer or agent of any corporation keeping records in

22-16  this state willfully neglects or refuses to permit an inspection of the

22-17  books of account and financial records upon demand by a person

22-18  entitled to inspect them, or refuses to permit an audit to be

22-19  conducted, as provided in subsection 1, the corporation shall forfeit

22-20  to the State the sum of $100 for every day of such neglect or refusal,

22-21  and the corporation, officer or agent thereof is jointly and severally

22-22  liable to the person injured for all damages resulting to him.

22-23     5.  A stockholder who brings an action or proceeding to enforce

22-24  any right set forth in this section or to recover damages resulting

22-25  from its denial:

22-26     (a) Is entitled to costs and reasonable attorney’s fees, if he

22-27  prevails; or

22-28     (b) Is liable for such costs and fees, if he does not

22-29  prevail,

22-30  in the action or proceeding.

22-31     6.  Except as otherwise provided in this subsection, the

22-32  provisions of this section do not apply to any corporation [listed and

22-33  traded on any recognized stock exchange nor do they apply to any

22-34  corporation] that furnishes to its stockholders a detailed, annual

22-35  financial statement[.] or any corporation that has filed during the

22-36  preceding 12 months all reports required to be filed pursuant to

22-37  section 13 or section 15D of the Securities Exchange Act of 1934.

22-38  A person who owns, or is authorized in writing by the owners of, at

22-39  least 15 percent of the issued and outstanding shares of the stock of

22-40  a corporation that has elected to be governed by subchapter S of the

22-41  Internal Revenue Code and whose shares are not listed or traded on

22-42  any recognized stock exchange is entitled to inspect the books of the

22-43  corporation pursuant to subsection 1 and has the rights, duties and

22-44  liabilities provided in subsections 2 to 5, inclusive.

 

23-1      Sec. 35.  NRS 78.335 is hereby amended to read as follows:

23-2      78.335  1.  Except as otherwise provided in this section, any

23-3  director or one or more of the incumbent directors may be removed

23-4  from office by the vote of stockholders representing not less than

23-5  two-thirds of the voting power of the issued and outstanding stock

23-6  entitled to [voting power.] vote.

23-7      2.  In the case of corporations which have provided in their

23-8  articles of incorporation for the election of directors by cumulative

23-9  voting, any director or directors who constitute fewer than all of the

23-10  incumbent directors may not be removed from office at any one

23-11  time or as the result of any one transaction under the provisions of

23-12  this section except upon the vote of stockholders owning sufficient

23-13  shares to prevent each director’s election to office at the time of

23-14  removal.

23-15     3.  The articles of incorporation may require the concurrence of

23-16  more than two-thirds of the voting power of the issued and

23-17  outstanding stock entitled to [voting power] vote in order to remove

23-18  one or more directors from office.

23-19     4.  Whenever the holders of any class or series of shares are

23-20  entitled to elect one or more directors, unless otherwise provided in

23-21  the articles of incorporation, removal of any such director requires

23-22  only the proportion of votes, specified in subsection 1, of the holders

23-23  of that class or series, and not the votes of the outstanding shares as

23-24  a whole.

23-25     5.  All vacancies, including those caused by an increase in the

23-26  number of directors, may be filled by a majority of the remaining

23-27  directors, though less than a quorum, unless it is otherwise provided

23-28  in the articles of incorporation.

23-29     6.  Unless otherwise provided in the articles of incorporation,

23-30  when one or more directors give notice of his or their resignation to

23-31  the board, effective at a future date, the board may fill the vacancy

23-32  or vacancies to take effect when the resignation or resignations

23-33  become effective, each director so appointed to hold office during

23-34  the remainder of the term of office of the resigning director or

23-35  directors.

23-36     7.  The termination of a director shall not be deemed to

23-37  constitute a removal of the director pursuant to this section if the

23-38  articles or bylaws provide that the holders of any class or series of

23-39  shares are entitled to elect one or more directors under specified

23-40  circumstances and that, upon termination of those specified

23-41  circumstances, the right terminates and the directors elected by the

23-42  holders of the class or series of shares are no longer directors.

23-43     Sec. 36.  NRS 78.350 is hereby amended to read as follows:

23-44     78.350  1.  Unless otherwise provided in the articles of

23-45  incorporation, or in the resolution providing for the issuance of the

24-1  stock adopted by the board of directors pursuant to authority

24-2  expressly vested in it by the provisions of the articles of

24-3  incorporation, every stockholder of record of a corporation is

24-4  entitled at each meeting of stockholders thereof to one vote for each

24-5  share of stock standing in his name on the records of the

24-6  corporation. If the articles of incorporation, or the resolution

24-7  providing for the issuance of the stock adopted by the board of

24-8  directors pursuant to authority expressly vested in it by the articles

24-9  of incorporation, provides for more or less than one vote per share

24-10  for any class or series of shares on any matter, every reference in

24-11  this chapter to a majority or other proportion of stock shall be

24-12  deemed to refer to a majority or other proportion of the voting

24-13  power of all of the shares or those classes or series of shares, as may

24-14  be required by the articles of incorporation, or in the resolution

24-15  providing for the issuance of the stock adopted by the board of

24-16  directors pursuant to authority expressly vested in it by the

24-17  provisions of the articles of incorporation, or the provisions of this

24-18  chapter.

24-19     2.  Unless [contrary provisions are contained] a period of more

24-20  than 60 days or a period of less than 10 days is prescribed or fixed

24-21  in the articles of incorporation, the directors may prescribe a period

24-22  not exceeding 60 days before any meeting of the stockholders

24-23  during which no transfer of stock on the books of the corporation

24-24  may be made, or may fix, in advance, a record date not more than 60

24-25  or less than 10 days before the date of any such meeting as the date

24-26  as of which stockholders entitled to notice of and to vote at such

24-27  meetings must be determined. Only stockholders of record on that

24-28  date are entitled to notice or to vote at such a meeting. If a record

24-29  date is not fixed, the record date is at the close of business on the

24-30  day before the day on which the first notice is given or, if notice is

24-31  waived, at the close of business on the day before the meeting is

24-32  held. A determination of stockholders of record entitled to notice of

24-33  or to vote at a meeting of stockholders applies to an adjournment of

24-34  the meeting unless the board of directors fixes a new record date for

24-35  the adjourned meeting. The board of directors must fix a new record

24-36  date if the meeting is adjourned to a date more than 60 days later

24-37  than the date set for the original meeting.

24-38     3.  The board of directors may adopt a resolution prescribing

24-39  a date upon which the stockholders of record are entitled to give

24-40  written consent pursuant to NRS 78.320. The date prescribed by

24-41  the board of directors may not precede or be more than 10 days

24-42  after the date the resolution is adopted by the board of directors. If

24-43  the board of directors does not adopt a resolution prescribing a

24-44  date upon which the stockholders of record are entitled to give

24-45  written consent pursuant to NRS 78.320 and:

25-1      (a) No prior action by the board of directors is required by this

25-2  chapter, the date is the first date on which a valid, written consent

25-3  is delivered in accordance with the provisions of NRS 78.320.

25-4      (b) Prior action by the board of directors is required by this

25-5  chapter, the date is at the close of business on the day the board of

25-6  directors adopts the resolution.

25-7      4.  The provisions of this section do not restrict the directors

25-8  from taking action to protect the interests of the corporation and its

25-9  stockholders, including, but not limited to, adopting or [executing]

25-10  signing plans, arrangements or instruments that deny rights,

25-11  privileges, power or authority to a holder or holders of a specified

25-12  number of shares or percentage of share ownership or voting power.

25-13     Sec. 37.  NRS 78.355 is hereby amended to read as follows:

25-14     78.355  1.  At any meeting of the stockholders of any

25-15  corporation any stockholder may designate another person or

25-16  persons to act as a proxy or proxies. If any stockholder designates

25-17  two or more persons to act as proxies, a majority of those persons

25-18  present at the meeting, or, if only one is present, then that one has

25-19  and may exercise all of the powers conferred by the stockholder

25-20  upon all of the persons so designated unless the stockholder

25-21  provides otherwise.

25-22     2.  Without limiting the manner in which a stockholder may

25-23  authorize another person or persons to act for him as proxy pursuant

25-24  to subsection 1, the following constitute valid means by which a

25-25  stockholder may grant such authority:

25-26     (a) A stockholder may [execute] sign a writing authorizing

25-27  another person or persons to act for him as proxy. The proxy may be

25-28  limited to action on designated matters. [Execution may be

25-29  accomplished by the signing of the writing by the stockholder or his

25-30  authorized officer, director, employee or agent or by causing the

25-31  signature of the stockholder to be affixed to the writing by any

25-32  reasonable means, including, but not limited to, a facsimile

25-33  signature.]

25-34     (b) A stockholder may authorize another person or persons to

25-35  act for him as proxy by transmitting or authorizing the transmission

25-36  of [a telegram, cablegram or other means of electronic transmission]

25-37  an electronic record to the person who will be the holder of the

25-38  proxy or to a firm which solicits proxies or like agent who is

25-39  authorized by the person who will be the holder of the proxy to

25-40  receive the transmission. Any such [telegram, cablegram or other

25-41  means of electronic transmission] electronic record must either set

25-42  forth or be submitted with information from which it can be

25-43  determined that the [telegram, cablegram or other electronic

25-44  transmission] electronic record was authorized by the stockholder.

25-45  If it is determined that the [telegram, cablegram or other electronic

26-1  transmission] electronic record is valid, the persons appointed by

26-2  the corporation to count the votes of stockholders and determine the

26-3  validity of proxies and ballots or other persons making those

26-4  determinations must specify the information upon which they relied.

26-5      3.  Any copy, communication by [telecopier,] electronic

26-6  transmission or other reliable reproduction of the [writing or

26-7  transmission] record created pursuant to subsection 2[,] may be

26-8  substituted for the original [writing or transmission] record for any

26-9  purpose for which the original [writing or transmission] record

26-10  could be used, if the copy, communication by [telecopier,]

26-11  electronic transmission or other reproduction is a complete

26-12  reproduction of the entire original [writing or transmission.

26-13     4.  No] record.

26-14     4.  Except as otherwise provided in subsection 5, no such

26-15  proxy is valid after the expiration of 6 months from the date of its

26-16  creation[, unless it is coupled with an interest, or] unless the

26-17  stockholder specifies in it the length of time for which it is to

26-18  continue in force, which may not exceed 7 years from the date of its

26-19  creation. Subject to these restrictions, any proxy properly created is

26-20  not revoked and continues in full force and effect until another

26-21  instrument or transmission revoking it or a properly created proxy

26-22  bearing a later date is filed with or transmitted to the secretary of

26-23  the corporation or another person or persons appointed by the

26-24  corporation to count the votes of stockholders and determine the

26-25  validity of proxies and ballots.

26-26     5.  A proxy shall be deemed irrevocable if the written

26-27  authorization states that the proxy is irrevocable and, only for as

26-28  long as it is coupled with an interest sufficient in law to support an

26-29  irrevocable power, such as the appointment as proxy of a pledgee,

26-30  a person who purchased or agreed to purchase the shares, a

26-31  creditor of the corporation who extended it credit under terms

26-32  requiring the appointment, an employee of the corporation whose

26-33  employment contract requires the appointment or a party to a

26-34  voting agreement created pursuant to subsection 3 of NRS 78.365.

26-35  A proxy made irrevocable pursuant to this subsection is revoked

26-36  when the interest with which it is coupled is extinguished. A

26-37  transferee for value of shares subject to an irrevocable proxy may

26-38  revoke the proxy if he did not know of its existence when he

26-39  acquired the shares and the existence of the irrevocable

26-40  appointment was not noted conspicuously on the certificate

26-41  representing the shares or on the information statement for shares

26-42  without certificates.

26-43     Sec. 38.  NRS 78.370 is hereby amended to read as follows:

26-44     78.370  1.  If under the provisions of this chapter stockholders

26-45  are required or authorized to take any action at a meeting, the notice

27-1  of the meeting must be in writing and signed by the president or a

27-2  vice president, or the secretary[,] or an assistant secretary, or by

27-3  such other natural person or persons as the bylaws may prescribe or

27-4  permit or the directors may designate.

27-5      2.  The notice must state the purpose or purposes for which the

27-6  meeting is called , [and] the time when, and the place, which may be

27-7  within or without this state, where it is to be held[.] , and the means

27-8  of electronic communications, if any, by which stockholders and

27-9  proxies shall be deemed to be present in person and vote.

27-10     3.  A copy of the notice must be delivered personally , [or]

27-11  mailed postage prepaid or given as provided in subsection 8 to each

27-12  stockholder of record entitled to vote at the meeting not less than 10

27-13  nor more than 60 days before the meeting. If mailed, it must be

27-14  directed to the stockholder at his address as it appears upon the

27-15  records of the corporation, and upon the mailing of any such notice

27-16  the service thereof is complete, and the time of the notice begins to

27-17  run from the date upon which the notice is deposited in the mail for

27-18  transmission to the stockholder. Personal delivery of any such notice

27-19  to any officer of a corporation or association, [or] to any member of

27-20  a limited-liability company managed by its members, to any

27-21  manager of a limited-liability company managed by managers, to

27-22  any general partner of a partnership[,] or to any trustee of a trust

27-23  constitutes delivery of the notice to the corporation, association [or]

27-24  , limited-liability company, partnership[.] or trust.

27-25     4.  The articles of incorporation or the bylaws may require that

27-26  the notice be also published in one or more newspapers.

27-27     5.  Notice delivered or mailed to a stockholder in accordance

27-28  with the provisions of this section and the provisions, if any, of the

27-29  articles of incorporation or the bylaws is sufficient, and in the event

27-30  of the transfer of his stock after such delivery or mailing and before

27-31  the holding of the meeting it is not necessary to deliver or mail

27-32  notice of the meeting to the transferee.

27-33     6.  [Any stockholder may waive notice of any meeting by a

27-34  writing signed by him, or his duly authorized attorney, either before

27-35  or after the meeting.

27-36     7.] Unless otherwise provided in the articles of incorporation or

27-37  the bylaws, if notice is required to be given, under any provision of

27-38  this chapter or the articles of incorporation or bylaws of any

27-39  corporation, to any stockholder to whom:

27-40     (a) Notice of two consecutive annual meetings, and all notices of

27-41  meetings or of the taking of action by written consent without a

27-42  meeting to him during the period between those two consecutive

27-43  annual meetings; or

28-1      (b) All, and at least two, payments sent by first-class mail of

28-2  dividends or interest on securities during a 12-month

28-3  period,

28-4  have been mailed addressed to him at his address as shown on the

28-5  records of the corporation and have been returned undeliverable, the

28-6  giving of further notices to him is not required. Any action or

28-7  meeting taken or held without notice to such a stockholder has the

28-8  same effect as if the notice had been given. If any such stockholder

28-9  delivers to the corporation a written notice setting forth his current

28-10  address, the requirement that notice be given to him is reinstated. If

28-11  the action taken by the corporation is such as to require the filing of

28-12  a certificate under any of the other sections of this chapter, the

28-13  certificate need not state that notice was not given to persons to

28-14  whom notice was not required to be given pursuant to this

28-15  subsection. The giving of further notices to a stockholder is still

28-16  required for any notice returned as undeliverable if the notice was

28-17  given by electronic transmission.

28-18     [8.] 7. Unless the articles of incorporation or bylaws otherwise

28-19  require, and except as otherwise provided in this subsection, if a

28-20  stockholders’ meeting is adjourned to another date, time or place,

28-21  notice need not be given of the date, time or place of the adjourned

28-22  meeting if they are announced at the meeting at which the

28-23  adjournment is taken. If a new record date is fixed for the adjourned

28-24  meeting, notice of the adjourned meeting must be given to each

28-25  stockholder of record as of the new record date.

28-26     8.  Any notice to stockholders given by the corporation

28-27  pursuant to any provision of this chapter, chapter 92A of NRS, the

28-28  articles of incorporation or the bylaws is effective if given by a

28-29  form of electronic transmission consented to by the stockholder to

28-30  whom the notice is given. The consent is revocable by the

28-31  stockholder by written notice to the corporation. The consent is

28-32  revoked if:

28-33     (a) The corporation is unable to deliver by electronic

28-34  transmission two consecutive notices given by the corporation in

28-35  accordance with the consent; and

28-36     (b) The inability to deliver by electronic transmission becomes

28-37  known to the secretary, assistant secretary, transfer agent or other

28-38  agent of the corporation responsible for the giving of notice.

28-39  However, the inadvertent failure to treat the inability to deliver a

28-40  notice by electronic transmission as a revocation does not

28-41  invalidate any meeting or other action.

28-42     9.  Notice given pursuant to subsection 8 shall be deemed

28-43  given if:

28-44     (a) By facsimile machine, when directed to a number at which

28-45  the stockholder has consented to receive notice;

29-1      (b) By electronic mail, when directed to an electronic mail

29-2  address at which the stockholder has consented to receive notice;

29-3      (c) By a posting on an electronic network together with

29-4  separate notice to the stockholder of the specific posting, upon the

29-5  later of:

29-6          (1) Such posting; and

29-7          (2) The giving of the separate notice; and

29-8      (d) By any other form of electronic transmission, when

29-9  directed to the stockholder.

29-10  In the absence of fraud, an affidavit of the secretary, assistant

29-11  secretary, transfer agent or other agent of the corporation that the

29-12  notice has been given by a form of electronic transmission is

29-13  prima facie evidence of the facts stated in the affidavit.

29-14     10.  As used in this section, “electronic transmission” means

29-15  any form of communication not directly involving the physical

29-16  transmission of paper that:

29-17     (a) Creates a record that may be retained, retrieved and

29-18  reviewed by a recipient of the communication; and

29-19     (b) May be directly reproduced in paper form by the recipient

29-20  through an automated process.

29-21     Sec. 39.  NRS 78.375 is hereby amended to read as follows:

29-22     78.375  Whenever any notice whatever is required to be given

29-23  under the provisions of this chapter, a waiver thereof in a signed

29-24  writing[, signed] or by transmission of an electronic record by the

29-25  person or persons entitled to the notice, whether before or after the

29-26  time stated therein, shall be deemed equivalent thereto.

29-27     Sec. 40.  NRS 78.378 is hereby amended to read as follows:

29-28     78.378  1.  The provisions of NRS 78.378 to 78.3793,

29-29  inclusive, apply to any acquisition of a controlling interest in an

29-30  issuing corporation unless the articles of incorporation or bylaws of

29-31  the corporation in effect on the 10th day following the acquisition of

29-32  a controlling interest by an acquiring person provide that the

29-33  provisions of those sections do not apply to the corporation or to an

29-34  acquisition of a controlling interest specifically by types of existing

29-35  or future stockholders, whether or not identified.

29-36     2.  The articles of incorporation, the bylaws or a resolution

29-37  adopted by the directors of the issuing corporation may impose

29-38  stricter requirements on the acquisition of a controlling interest in

29-39  the corporation than the provisions of NRS 78.378 to 78.3793,

29-40  inclusive.

29-41     3.  The provisions of NRS 78.378 to 78.3793, inclusive, do not

29-42  restrict the directors of an issuing corporation from taking action to

29-43  protect the interests of the corporation and its stockholders,

29-44  including, but not limited to, adopting or [executing] signing plans,

29-45  arrangements or instruments that deny rights, privileges, power or

30-1  authority to a holder of a specified number of shares or percentage

30-2  of share ownership or voting power.

30-3      Sec. 41.  NRS 78.3791 is hereby amended to read as follows:

30-4      78.3791  Except as otherwise provided by the articles of

30-5  incorporation of the issuing corporation, a resolution of the

30-6  stockholders granting voting rights to the control shares acquired by

30-7  an acquiring person must be approved by:

30-8      1.  The holders of a majority of the voting power of the

30-9  corporation; and

30-10     2.  If the acquisition [will result in any change of the kind

30-11  described in subsection 2 of NRS 78.390,] would adversely alter or

30-12  change any preference or any relative or other right given to any

30-13  other class or series of outstanding shares, the holders of a

30-14  majority of each class or series affected,

30-15  excluding those shares as to which any interested stockholder

30-16  exercises voting rights.

30-17     Sec. 42.  NRS 78.380 is hereby amended to read as follows:

30-18     78.380  1.  At least two-thirds of the incorporators or of the

30-19  board of directors of any corporation, [before issuing any stock,] if

30-20  no voting stock of the corporation has been issued, may amend the

30-21  articles of incorporation of the corporation by signing and filing

30-22  with the Secretary of State a certificate amending, modifying,

30-23  changing or altering the articles, in whole or in part. The certificate

30-24  must state that:

30-25     (a) The signers thereof are at least two-thirds of the

30-26  incorporators or of the board of directors of the corporation, and

30-27  state the name of the corporation; and

30-28     (b) As of the date of the certificate, no voting stock of the

30-29  corporation has been issued.

30-30     2.  A certificate filed pursuant to this section is effective upon

30-31  filing the certificate with the Secretary of State or upon a later date

30-32  specified in the certificate, which must not be later than 90 days

30-33  after the certificate is filed.

30-34     3.  If a certificate specifies an effective date and if no voting

30-35  stock of the corporation has been issued, the board of directors may

30-36  terminate the effectiveness of a certificate by filing a certificate of

30-37  termination with the Secretary of State that:

30-38     (a) Identifies the certificate being terminated;

30-39     (b) States that no voting stock of the corporation has been

30-40  issued;

30-41     (c) States that the effectiveness of the certificate has been

30-42  terminated;

30-43     (d) Is signed by at least two-thirds of the board of directors of

30-44  the corporation; and

30-45     (e) Is accompanied by the fee required pursuant to NRS 78.765.

31-1      4.  This section does not permit the insertion of any matter not

31-2  in conformity with this chapter.

31-3      Sec. 43.  NRS 78.385 is hereby amended to read as follows:

31-4      78.385  1.  Any corporation [having stock] may amend its

31-5  articles of incorporation in any of the following respects:

31-6      (a) By addition to its corporate powers and purposes, or

31-7  diminution thereof, or both.

31-8      (b) By substitution of other powers and purposes, in whole or in

31-9  part, for those prescribed by its articles of incorporation.

31-10     (c) By increasing, decreasing or reclassifying its authorized

31-11  stock, by changing the number, par value, preferences, or relative,

31-12  participating, optional or other rights, or the qualifications,

31-13  limitations or restrictions of such rights, of its shares, or of any class

31-14  or series of any class thereof whether or not the shares are

31-15  outstanding at the time of the amendment, or by changing shares

31-16  with par value, whether or not the shares are outstanding at the time

31-17  of the amendment, into shares without par value or by changing

31-18  shares without par value, whether or not the shares are outstanding

31-19  at the time of the amendment, into shares with par value, either with

31-20  or without increasing or decreasing the number of shares, and upon

31-21  such basis as may be set forth in the certificate of amendment.

31-22     (d) By changing the name of the corporation.

31-23     (e) By making any other change or alteration in its articles of

31-24  incorporation that may be desired.

31-25     2.  All such changes or alterations may be effected by one

31-26  certificate of amendment , [;] but any articles of incorporation so

31-27  amended, changed or altered[,] may contain only such provisions as

31-28  it would be lawful and proper to insert in original articles of

31-29  incorporation[,] pursuant to NRS 78.035 and 78.037, if the original

31-30  articles were [executed] signed and filed at the time of making the

31-31  amendment.

31-32     Sec. 44.  NRS 78.390 is hereby amended to read as follows:

31-33     78.390  1.  Every amendment [adopted pursuant] to the

31-34  [provisions of NRS 78.385] articles of incorporation must be made

31-35  in the following manner:

31-36     (a) The board of directors must adopt a resolution setting forth

31-37  the amendment proposed [and declaring its advisability,] and either

31-38  call a special meeting of the stockholders entitled to vote on the

31-39  amendment or direct that the proposed amendment be considered at

31-40  the next annual meeting of the stockholders entitled to vote on the

31-41  amendment.

31-42     (b) At the meeting, of which notice must be given to each

31-43  stockholder entitled to vote pursuant to the provisions of this

31-44  section, a vote of the stockholders entitled to vote in person or by

31-45  proxy must be taken for and against the proposed amendment. If it

32-1  appears upon the canvassing of the votes that stockholders holding

32-2  shares in the corporation entitling them to exercise at least a

32-3  majority of the voting power, or such greater proportion of the

32-4  voting power as may be required in the case of a vote by classes or

32-5  series, as provided in subsections 2 and 4, or as may be required by

32-6  the provisions of the articles of incorporation, have voted in favor of

32-7  the amendment, an officer of the corporation shall sign a certificate

32-8  setting forth the amendment, or setting forth the articles of

32-9  incorporation as amended, and the vote by which the amendment

32-10  was adopted.

32-11     (c) The certificate so signed must be filed with the Secretary of

32-12  State.

32-13     2.  [If] Except as otherwise provided in this subsection, if any

32-14  proposed amendment would adversely alter or change any

32-15  preference or any relative or other right given to any class or series

32-16  of outstanding shares, then the amendment must be approved by the

32-17  vote, in addition to the affirmative vote otherwise required, of the

32-18  holders of shares representing a majority of the voting power of

32-19  each class or series adversely affected by the amendment regardless

32-20  of limitations or restrictions on the voting power thereof. The

32-21  amendment does not have to be approved by the vote of the holders

32-22  of shares representing a majority of the voting power of each class

32-23  or series whose preference or rights are adversely affected by the

32-24  amendment if the articles of incorporation specifically deny the

32-25  right to vote on such an amendment.

32-26     3.  Provision may be made in the articles of incorporation

32-27  requiring, in the case of any specified amendments, a larger

32-28  proportion of the voting power of stockholders than that required by

32-29  this section.

32-30     4.  Different series of the same class of shares do not constitute

32-31  different classes of shares for the purpose of voting by classes

32-32  except when the series is adversely affected by an amendment in a

32-33  different manner than other series of the same class.

32-34     5.  The resolution of the stockholders approving the proposed

32-35  amendment may provide that at any time before the effective date of

32-36  the amendment, notwithstanding approval of the proposed

32-37  amendment by the stockholders, the board of directors may, by

32-38  resolution, abandon the proposed amendment without further action

32-39  by the stockholders.

32-40     6.  A certificate filed pursuant to subsection 1 becomes

32-41  effective upon filing with the Secretary of State or upon a later date

32-42  specified in the certificate, which must not be later than 90 days

32-43  after the certificate is filed.

32-44     7.  If a certificate filed pursuant to subsection 1 specifies an

32-45  effective date and if the resolution of the stockholders approving the

33-1  proposed amendment provides that the board of directors may

33-2  abandon the proposed amendment pursuant to subsection 5, the

33-3  board of directors may terminate the effectiveness of the certificate

33-4  by resolution and by filing a certificate of termination with the

33-5  Secretary of State that:

33-6      (a) Is filed before the effective date specified in the certificate

33-7  filed pursuant to subsection 1;

33-8      (b) Identifies the certificate being terminated;

33-9      (c) States that, pursuant to the resolution of the stockholders, the

33-10  board of directors is authorized to terminate the effectiveness of the

33-11  certificate;

33-12     (d) States that the effectiveness of the certificate has been

33-13  terminated;

33-14     (e) Is signed by an officer of the corporation; and

33-15     (f) Is accompanied by a filing fee of $150.

33-16     Sec. 45.  NRS 78.403 is hereby amended to read as follows:

33-17     78.403  1.  A corporation may restate, or amend and restate, in

33-18  a single certificate the entire text of its articles of incorporation as

33-19  amended by filing with the Secretary of State a certificate signed by

33-20  an officer of the corporation which must set forth the articles as

33-21  amended to the date of the certificate. If the certificate alters or

33-22  amends the articles in any manner, it must comply with the

33-23  provisions of NRS 78.380, 78.385 and 78.390, as applicable, and

33-24  must be accompanied by:

33-25     (a) A resolution; or

33-26     (b) A form prescribed by the Secretary of State,

33-27  setting forth which provisions of the articles of incorporation on file

33-28  with the Secretary of State are being altered or amended.

33-29     2.  If the certificate does not alter or amend the articles, it must

33-30  be signed by an officer of the corporation and state that he has been

33-31  authorized to [execute] sign the certificate by resolution of the board

33-32  of directors adopted on the date stated, and that the certificate

33-33  correctly sets forth the text of the articles of incorporation as

33-34  amended to the date of the certificate.

33-35     3.  The following may be omitted from the restated articles:

33-36     (a) The names, addresses, signatures and acknowledgments of

33-37  the incorporators;

33-38     (b) The names and addresses of the members of the past and

33-39  present boards of directors; and

33-40     (c) The name and address of the resident agent.

33-41     4.  Whenever a corporation is required to file a certified copy of

33-42  its articles, in lieu thereof it may file a certified copy of the most

33-43  recent certificate restating its articles as amended, subject to the

33-44  provisions of subsection 2, together with certified copies of all

33-45  certificates of amendment filed subsequent to the restated articles

34-1  and certified copies of all certificates supplementary to the original

34-2  articles.

34-3      Sec. 46.  NRS 78.433 is hereby amended to read as follows:

34-4      78.433  NRS 78.411 to 78.444, inclusive, do not apply to any

34-5  combination of a resident domestic corporation:

34-6      1.  Which does not, as of the date [of acquiring shares,] that the

34-7  person first becomes an interested stockholder, have a class of

34-8  voting shares registered with the Securities and Exchange

34-9  Commission under section 12 of the Securities Exchange Act,

34-10  unless the corporation’s articles of incorporation provide otherwise.

34-11     2.  Whose articles of incorporation have been amended to

34-12  provide that the resident domestic corporation is subject to NRS

34-13  78.411 to 78.444, inclusive, and which did not have a class of voting

34-14  shares registered with the Securities and Exchange Commission

34-15  under section 12 of the Securities Exchange Act on the effective

34-16  date of the amendment, if the combination is with a person who

34-17  first became an interested stockholder [whose date of acquiring

34-18  shares is] before the effective date of the amendment.

34-19     Sec. 47.  NRS 78.434 is hereby amended to read as follows:

34-20     78.434  NRS 78.411 to 78.444, inclusive, do not apply to any

34-21  combination of a resident domestic corporation:

34-22     1.  Whose original articles of incorporation contain a provision

34-23  expressly electing not to be governed by NRS 78.411 to 78.444,

34-24  inclusive[;] , unless the articles of incorporation are subsequently

34-25  amended to provide that the corporation is subject to NRS 78.411

34-26  to 78.444, inclusive;

34-27     2.  Whose articles of incorporation have been amended

34-28  pursuant to subsection 1 and the combination is with a person

34-29  who first became an interested stockholder before the effective

34-30  date of the amendment;

34-31     3.  Which, within 30 days after October 1, 1991, adopts an

34-32  amendment to its bylaws expressly electing not to be governed by

34-33  NRS 78.411 to 78.444, inclusive, which may be rescinded by

34-34  subsequent amendment of the bylaws; [or

34-35     3.] 4. Which adopts an amendment to its articles of

34-36  incorporation, approved by the affirmative vote of the holders, other

34-37  than interested stockholders and their affiliates and associates, of a

34-38  majority of the outstanding voting power of the resident domestic

34-39  corporation, excluding the voting shares of interested stockholders

34-40  and their affiliates and associates, expressly electing not to be

34-41  governed by NRS 78.411 to 78.444, inclusive, but the amendment to

34-42  the articles of incorporation is not effective until 18 months after the

34-43  vote of the resident domestic corporation’s stockholders and does

34-44  not apply to any combination of the resident domestic corporation

34-45  with a person who first became an interested stockholder [whose

35-1  date of acquiring shares is] on or before the effective date of the

35-2  amendment[.] ; or

35-3      5.  Whose articles of incorporation were amended to contain a

35-4  provision expressly electing not to be governed by NRS 78.411 to

35-5  78.444, inclusive, before the date the corporation first became a

35-6  resident domestic corporation.

35-7      Sec. 48.  NRS 78.437 is hereby amended to read as follows:

35-8      78.437  NRS 78.411 to 78.444, inclusive, do not apply to any

35-9  combination with an interested stockholder who [was] :

35-10     1.  Was an interested stockholder on January 1, 1991[.] ; or

35-11     2.  Who first became an interested stockholder on the date

35-12  that the resident domestic corporation first became a resident

35-13  domestic corporation solely as a result of the corporation

35-14  becoming a resident domestic corporation.

35-15     Sec. 49.  NRS 78.438 is hereby amended to read as follows:

35-16     78.438  1.  Except as otherwise provided in NRS 78.433 to

35-17  78.437, inclusive, a resident domestic corporation may not engage

35-18  in any combination with any interested stockholder of the resident

35-19  domestic corporation for 3 years after the date that the person first

35-20  became an interested [stockholder’s date of acquiring shares]

35-21  stockholder unless the combination or the [purchase of shares made

35-22  by the] transaction by which the person first became an interested

35-23  stockholder [on the interested stockholder’s date of acquiring

35-24  shares] is approved by the board of directors of the resident

35-25  domestic corporation before [that date.] the date that the person

35-26  first became an interested stockholder.

35-27     2.  If a proposal in good faith regarding a combination is made

35-28  in writing to the board of directors of the resident domestic

35-29  corporation, the board of directors shall respond, in writing, within

35-30  30 days or such shorter period, if any, as may be required by the

35-31  Securities Exchange Act, setting forth its reasons for its decision

35-32  regarding the proposal.

35-33     3.  If a proposal in good faith to purchase shares is made in

35-34  writing to the board of directors of the resident domestic

35-35  corporation, the board of directors, unless it responds affirmatively

35-36  in writing within 30 days or such shorter period, if any, as may be

35-37  required by the Securities Exchange Act, is considered to have

35-38  disapproved the purchase.

35-39     Sec. 50.  NRS 78.439 is hereby amended to read as follows:

35-40     78.439  A resident domestic corporation may not engage in any

35-41  combination with an interested stockholder of the resident domestic

35-42  corporation after the expiration of 3 years after [his date of acquiring

35-43  shares] the date that the person first became an interested

35-44  stockholder other than a combination meeting all of the

35-45  requirements of the articles of incorporation of the resident domestic

36-1  corporation and either the requirements specified in subsection 1 or

36-2  2 or all of the requirements specified in NRS 78.441 to 78.444,

36-3  inclusive:

36-4      1.  A combination approved by the board of directors of the

36-5  resident domestic corporation before the date that the person first

36-6  became an interested [stockholder’s date of acquiring shares, or as

36-7  to which the purchase of shares made by the interested stockholder

36-8  on that date had been approved by the board of directors of the

36-9  resident domestic corporation before that date.] stockholder.

36-10     2.  A combination approved by the affirmative vote of the

36-11  holders of stock representing a majority of the outstanding voting

36-12  power not beneficially owned by the interested stockholder

36-13  proposing the combination, or any affiliate or associate of the

36-14  interested stockholder proposing the combination, at a meeting

36-15  called for that purpose no earlier than 3 years after the date that the

36-16  person first became an interested [stockholder’s date of acquiring

36-17  shares.] stockholder.

36-18     Sec. 51.  NRS 78.441 is hereby amended to read as follows:

36-19     78.441  A combination engaged in with an interested

36-20  stockholder of the resident domestic corporation more than 3 years

36-21  after the date that the person first became an interested

36-22  [stockholder’s date of acquiring shares] stockholder may be

36-23  permissible if the aggregate amount of the cash and the market

36-24  value, as of the date of consummation, of consideration other than

36-25  cash to be received per share by all of the holders of outstanding

36-26  common shares of the resident domestic corporation not beneficially

36-27  owned by the interested stockholder immediately before that date is

36-28  at least equal to the higher of the following:

36-29     1.  The highest price per share paid by the interested

36-30  stockholder, at a time when he was the beneficial owner, directly or

36-31  indirectly, of 5 percent or more of the outstanding voting shares of

36-32  the [resident domestic] corporation, for any common shares of the

36-33  same class or series acquired by him within 3 years immediately

36-34  before the date of announcement with respect to the combination or

36-35  within 3 years immediately before, or in, the transaction in which he

36-36  became an interested stockholder, whichever is higher, plus, in

36-37  either case, interest compounded annually from the earliest date on

36-38  which the highest price per share was paid through the date of

36-39  consummation at the rate for one-year obligations of the United

36-40  States Treasury from time to time in effect, less the aggregate

36-41  amount of any dividends paid in cash and the market value of any

36-42  dividends paid other than in cash, per common share since the

36-43  earliest date, but no more may be subtracted than the amount of the

36-44  interest.

37-1      2.  The market value per common share on the date of

37-2  announcement with respect to the combination or on the date that

37-3  the person first became an interested [stockholder’s date of

37-4  acquiring shares,] stockholder, whichever is higher, plus interest

37-5  compounded annually from that date through the date of

37-6  consummation at the rate for one-year obligations of the United

37-7  States Treasury from time to time in effect, less the aggregate

37-8  amount of any dividends paid in cash and the market value of any

37-9  dividends paid other than in cash, per common share since that date,

37-10  but no more may be subtracted than the amount of the interest.

37-11     Sec. 52.  NRS 78.442 is hereby amended to read as follows:

37-12     78.442  A combination engaged in with an interested

37-13  stockholder of the resident domestic corporation more than 3 years

37-14  after the date that the person first became an interested

37-15  [stockholder’s date of acquiring shares] stockholder may be

37-16  permissible if the aggregate amount of the cash and the market

37-17  value, as of the date of consummation, of consideration other than

37-18  cash to be received per share by all of the holders of outstanding

37-19  shares of any class or series of shares, other than common shares, of

37-20  the resident domestic corporation not beneficially owned by the

37-21  interested stockholder immediately before that date is at least equal

37-22  to the highest of the following, whether or not the interested

37-23  stockholder has previously acquired any shares of the class or series

37-24  of shares:

37-25     1.  The highest price per share paid by the interested

37-26  stockholder, at a time when he was the beneficial owner, directly or

37-27  indirectly, of 5 percent or more of the outstanding voting shares of

37-28  the [resident domestic] corporation, for any shares of that class or

37-29  series of shares acquired by him within 3 years immediately before

37-30  the date of announcement with respect to the combination or within

37-31  3 years immediately before, or in, the transaction in which he

37-32  became an interested stockholder, whichever is higher, plus, in

37-33  either case, interest compounded annually from the earliest date on

37-34  which the highest price per share was paid through the date of

37-35  consummation at the rate for one-year obligations of the United

37-36  States Treasury from time to time in effect, less the aggregate

37-37  amount of any dividends paid in cash and the market value of any

37-38  dividends paid other than in cash, per share of the class or series of

37-39  shares since the earliest date, but no more may be subtracted than

37-40  the amount of the interest.

37-41     2.  The highest preferential amount per share to which the

37-42  holders of shares of the class or series of shares are entitled in

37-43  the event of any voluntary liquidation, dissolution or winding up of

37-44  the resident domestic corporation, plus the aggregate amount of any

37-45  dividends declared or due to which the holders are entitled before

38-1  payment of the dividends on some other class or series of shares,

38-2  unless the aggregate amount of the dividends is included in the

38-3  preferential amount.

38-4      3.  The market value per share of the class or series of shares on

38-5  the date of announcement with respect to the combination or on the

38-6  date that the person first became an interested [stockholder’s date

38-7  of acquiring shares,] stockholder, whichever is higher, plus interest

38-8  compounded annually from that date through the date of

38-9  consummation at the rate for one-year obligations of the United

38-10  States Treasury from time to time in effect, less the aggregate

38-11  amount of any dividends paid in cash and the market value of any

38-12  dividends paid other than in cash, per share of the class or series of

38-13  shares since that date, but no more may be subtracted than the

38-14  amount of the interest.

38-15     Sec. 53.  NRS 78.444 is hereby amended to read as follows:

38-16     78.444  A combination may be permissible if after the date that

38-17  the person first became an interested [stockholder’s date of

38-18  acquiring shares] stockholder and before the date of consummation

38-19  with respect to the combination, the interested stockholder has not

38-20  become the beneficial owner of any additional voting shares of the

38-21  resident domestic corporation except:

38-22     1.  As part of the transaction that resulted in his becoming an

38-23  interested stockholder;

38-24     2.  By virtue of proportionate splitting of shares, dividends

38-25  distributed in shares, or other distributions of shares in respect of

38-26  shares not constituting a combination;

38-27     3.  Through a combination meeting all of the conditions of NRS

38-28  78.439; or

38-29     4.  Through a purchase at any price that, if the price had been

38-30  paid in an otherwise permissible combination whose date of

38-31  announcement and date of consummation were the date of the

38-32  purchase, would have satisfied the requirements of NRS 78.441,

38-33  78.442 and 78.443.

38-34     Sec. 54.  NRS 78.580 is hereby amended to read as follows:

38-35     78.580  1.  If the board of directors of any corporation

38-36  organized under this chapter, after the issuance of stock or the

38-37  beginning of business, decides that the corporation should be

38-38  dissolved, the board may adopt a resolution to that effect. If the

38-39  corporation has issued no stock, only the directors need to approve

38-40  the dissolution. If the corporation has issued stock, the directors

38-41  must recommend the dissolution to the stockholders. The

38-42  corporation shall notify each stockholder entitled to vote on

38-43  dissolution , and the stockholders entitled to vote must approve the

38-44  dissolution.

39-1      2.  If the dissolution is approved by the directors or both the

39-2  directors and stockholders, as respectively provided in subsection 1,

39-3  the corporation shall file in the Office of the Secretary of State a

39-4  certificate setting forth that the dissolution has been approved by the

39-5  directors, or by the directors and the stockholders, and a list of the

39-6  names and [post office box] mailing or street addresses, either

39-7  residence or business, of the corporation’s president, secretary and

39-8  treasurer and all of its directors, certified by [the president, or a vice

39-9  president, and the secretary, or an assistant secretary, in the Office

39-10  of the Secretary of State.] an officer of the corporation.

39-11     3.  The dissolution takes effect upon the filing of the

39-12  certificate of dissolution or upon a later date specified in the

39-13  certificate, which must be not more than 90 days after the date on

39-14  which the certificate is filed.

39-15     Sec. 55.  NRS 78.725 is hereby amended to read as follows:

39-16     78.725  1.  Any corporation organized and existing under the

39-17  laws of this state on April 1, 1925, may reincorporate under this

39-18  chapter, either under the same or a different name, by:

39-19     (a) Filing with the Secretary of State a certificate [executed]

39-20  signed by its president and attested by its secretary and duly

39-21  authorized by a meeting of the stockholders called for that purpose,

39-22  setting forth the statements required in an original certificate of

39-23  incorporation by NRS 78.035; and

39-24     (b) Surrendering the existing charter or certificate of

39-25  incorporation of the corporation, and accepting the provisions of this

39-26  chapter.

39-27     2.  Upon the filing of the certificate, the corporation shall be

39-28  deemed to be incorporated under this chapter and [shall be] is

39-29  entitled to and [be possessed of] possesses all the privileges,

39-30  franchises and powers as if originally incorporated under this

39-31  chapter. All the properties, rights and privileges theretofore

39-32  belonging to the corporation, which were acquired by gift, grant,

39-33  conveyance, assignment or otherwise, [shall be and the same] are

39-34  hereby ratified, approved and confirmed and assured to the

39-35  corporation with like effect and to all intents and purposes as if the

39-36  same had been originally acquired through incorporation under this

39-37  chapter.

39-38     3.  Any corporation reincorporating under this chapter [shall be]

39-39  is subject to all the contracts, duties and obligations theretofore

39-40  resting upon the corporation whose charter or certificate of

39-41  incorporation is thus surrendered or to which the corporation [shall

39-42  then be] is then in any way liable.

39-43     Sec. 56.  NRS 78.730 is hereby amended to read as follows:

39-44     78.730  1.  Any corporation which did exist or is existing

39-45  under the laws of this state may, upon complying with the

40-1  provisions of NRS 78.180, procure a renewal or revival of its charter

40-2  for any period, together with all the rights, franchises, privileges and

40-3  immunities, and subject to all its existing and preexisting debts,

40-4  duties and liabilities secured or imposed by its original charter and

40-5  amendments thereto, or existing charter, by filing:

40-6      (a) A certificate with the Secretary of State, which must set

40-7  forth:

40-8          (1) The name of the corporation, which must be the name of

40-9  the corporation at the time of the renewal or revival, or its name at

40-10  the time its original charter expired.

40-11         (2) The name of the person designated as the resident agent

40-12  of the corporation, his street address for the service of process, and

40-13  his mailing address if different from his street address.

40-14         (3) The date when the renewal or revival of the charter is to

40-15  commence or be effective, which may be, in cases of a revival,

40-16  before the date of the certificate.

40-17         (4) Whether or not the renewal or revival is to be perpetual,

40-18  and, if not perpetual, the time for which the renewal or revival is to

40-19  continue.

40-20         (5) That the corporation desiring to renew or revive its

40-21  charter is, or has been, organized and carrying on the business

40-22  authorized by its existing or original charter and amendments

40-23  thereto, and desires to renew or continue through revival its

40-24  existence pursuant to and subject to the provisions of this chapter.

40-25     (b) A list of its president, secretary and treasurer and all of its

40-26  directors and their [post office box] mailing or street addresses,

40-27  either residence or business.

40-28     2.  A corporation whose charter has not expired and is being

40-29  renewed shall cause the certificate to be signed by [its president or

40-30  vice president and secretary or assistant secretary.] an officer of the

40-31  corporation. The certificate must be approved by a majority of the

40-32  voting power of the shares.

40-33     3.  A corporation seeking to revive its original or amended

40-34  charter shall cause the certificate to be signed by a person or persons

40-35  designated or appointed by the stockholders of the corporation. The

40-36  [execution] signing and filing of the certificate must be approved by

40-37  the written consent of stockholders of the corporation holding at

40-38  least a majority of the voting power and must contain a recital that

40-39  this consent was secured. If no stock has been issued, the certificate

40-40  must contain a statement of that fact, and a majority of the directors

40-41  then in office may designate the person to sign the certificate. The

40-42  corporation shall pay to the Secretary of State the fee required to

40-43  establish a new corporation pursuant to the provisions of this

40-44  chapter.

41-1      4.  The filed certificate, or a copy thereof which has been

41-2  certified under the hand and seal of the Secretary of State, must be

41-3  received in all courts and places as prima facie evidence of the facts

41-4  therein stated and of the existence and incorporation of the

41-5  corporation therein named.

41-6      Sec. 57.  NRS 78.750 is hereby amended to read as follows:

41-7      78.750  1.  In any action commenced against any corporation

41-8  in any court of this state, service of process may be made in the

41-9  manner provided by law and rule of court for the service of civil

41-10  process.

41-11     2.  Service of process on a corporation whose charter has been

41-12  revoked or which has been continued as a body corporate pursuant

41-13  to NRS 78.585 may be made by mailing copies of the process and

41-14  any associated [documents] records by certified mail, with return

41-15  receipt requested, to:

41-16     (a) The resident agent of the corporation, if there is one; and

41-17     (b) Each officer and director of the corporation as named in the

41-18  list last filed with the Secretary of State before the dissolution or

41-19  expiration of the corporation or the forfeiture of its charter.

41-20  The manner of serving process described in this subsection does not

41-21  affect the validity of any other service authorized by law.

41-22     Sec. 58.  NRS 78.755 is hereby amended to read as follows:

41-23     78.755  1.  The Secretary of State, for services relating to his

41-24  official duties and the records of his office, shall charge and collect

41-25  the fees designated in NRS 78.760 to 78.785, inclusive.

41-26     2.  The Secretary of State may accept the filing of [documents]

41-27  records by facsimile machine and employ new technology, as it is

41-28  developed, to aid in the performance of all duties required by law.

41-29  The Secretary of State may establish rules, fee schedules and

41-30  regulations not inconsistent with law, for filing [documents] records

41-31  by facsimile machine and for the adoption, employment and use of

41-32  new technology in the performance of his duties.

41-33     Sec. 59.  NRS 78.785 is hereby amended to read as follows:

41-34     78.785  1.  The fee for filing a certificate of change of location

41-35  of a corporation’s registered office and resident agent, or a new

41-36  designation of resident agent, is $30.

41-37     2.  The fee for certifying articles of incorporation where a copy

41-38  is provided is $20.

41-39     3.  The fee for certifying a copy of an amendment to articles of

41-40  incorporation, or to a copy of the articles as amended, where a copy

41-41  is furnished, is $20.

41-42     4.  The fee for certifying an authorized printed copy of the

41-43  general corporation law as compiled by the Secretary of State is

41-44  $20.

41-45     5.  The fee for reserving a corporate name is $20.

42-1      6.  The fee for [executing] signing a certificate of corporate

42-2  existence which does not list the previous [documents] records

42-3  relating to the corporation, or a certificate of change in a corporate

42-4  name, is $40.

42-5      7.  The fee for [executing] signing a certificate of corporate

42-6  existence which lists the previous [documents] records relating to

42-7  the corporation is $40.

42-8      8.  The fee for [executing,] signing, certifying or filing any

42-9  certificate or [document] record not provided for in NRS 78.760 to

42-10  78.785, inclusive, is $40.

42-11     9.  The fee for copies made at the Office of the Secretary of

42-12  State is $1 per page.

42-13     10.  The fees for filing articles of incorporation, articles of

42-14  merger, or certificates of amendment increasing the basic surplus of

42-15  a mutual or reciprocal insurer must be computed pursuant to NRS

42-16  78.760, 78.765 and 92A.210, on the basis of the amount of basic

42-17  surplus of the insurer.

42-18     11.  The fee for examining and provisionally approving any

42-19  [document] record at any time before the [document] record is

42-20  presented for filing is $100.

42-21     Sec. 60.  Chapter 78A of NRS is hereby amended by adding

42-22  thereto the provisions set forth as sections 61 to 64, inclusive, of this

42-23  act.

42-24     Sec. 61.  As used in this chapter, unless the context otherwise

42-25  requires, the words and terms defined in sections 62, 63 and 64 of

42-26  this act have the meanings ascribed to them in those sections.

42-27     Sec. 62.  “Record” means information that is inscribed on a

42-28  tangible medium or that is stored in an electronic or other medium

42-29  and is retrievable in perceivable form.

42-30     Sec. 63.  “Sign” means to affix a signature to a record.

42-31     Sec. 64.  “Signature” means a name, word, symbol or mark

42-32  executed or otherwise adopted, or a record encrypted or similarly

42-33  processed in whole or in part, by a person with the present intent

42-34  to identify himself and adopt or accept a record. The term

42-35  includes, without limitation, an electronic signature as defined in

42-36  NRS 719.100.

42-37     Sec. 65.  NRS 78A.015 is hereby amended to read as follows:

42-38     78A.015  No [document] record which is written in a language

42-39  other than English may be filed or submitted for filing in the Office

42-40  of the Secretary of State pursuant to the provisions of this chapter

42-41  unless it is accompanied by a verified translation of that [document]

42-42  record into the English language.

42-43     Sec. 66.  NRS 78A.030 is hereby amended to read as follows:

42-44     78A.030  1.  Any corporation organized under chapter 78 of

42-45  NRS may become a close corporation pursuant to this chapter by

43-1  [executing,] signing, filing and recording, in accordance with NRS

43-2  78.390, a certificate of amendment of the certificate of incorporation

43-3  which must:

43-4      (a) Contain a statement that the corporation elects to become a

43-5  close corporation; and

43-6      (b) Meet the requirements of paragraph (a) of subsection 2 of

43-7  NRS 78A.020.

43-8      2.  Except as otherwise provided in subsection 3, the

43-9  amendment must be adopted in accordance with the requirements of

43-10  NRS 78.380 or 78.390.

43-11     3.  If an amendment is adopted in accordance with the

43-12  requirements of NRS 78.390, it must be approved by a vote of the

43-13  holders of record of at least two-thirds of the shares of each class of

43-14  stock of the corporation that are outstanding and entitled to vote,

43-15  unless the articles of incorporation or bylaws require approval by a

43-16  greater proportion.

43-17     Sec. 67.  NRS 78A.040 is hereby amended to read as follows:

43-18     78A.040  1.  The following statement must appear

43-19  conspicuously on each share certificate issued by a close

43-20  corporation:

 

43-21  The rights of stockholders in a close corporation may differ

43-22  materially from the rights of shareholders in other

43-23  corporations. Copies of the certificate of incorporation,

43-24  bylaws, shareholders’ agreements and other [documents,]

43-25  records, any of which may restrict transfers of stock and

43-26  affect voting and other rights, may be obtained by a

43-27  shareholder on written request to the corporation.

 

43-28     2.  A person claiming an interest in the shares of a close

43-29  corporation that has complied with the requirement of subsection 1

43-30  is bound by the [documents] records referred to in the notice. A

43-31  person claiming an interest in the shares of a close corporation that

43-32  has not complied with the requirement of subsection 1 is bound by

43-33  any [document] record that he or a person through whom he claims

43-34  has knowledge or notice.

43-35     3.  A close corporation shall provide to any shareholder upon

43-36  his written request and without charge, copies of the provisions that

43-37  restrict transfer or affect voting or other rights of shareholders

43-38  appearing in the articles of incorporation, bylaws, shareholders’

43-39  agreements or voting trust agreements filed with the corporations.

43-40     4.  Except as otherwise provided in subsection 5, the close

43-41  corporation may refuse to register the transfer of stock into the name

43-42  of a person to whom the stock of a close corporation has been

43-43  transferred if the person has, or is presumed to have, notice that the

44-1  transfer of the stock is in violation of a restriction on the transfer of

44-2  stock. If the close corporation refuses to register the transfer of stock

44-3  into the name of the transferee, the close corporation must notify the

44-4  transferee of its refusal and state the reasons therefor.

44-5      5.  Subsection 4 does not apply if:

44-6      (a) The transfer of stock, even if contrary to the restrictions on

44-7  transfer of stock, has been consented to by all the stockholders of

44-8  the close corporation; or

44-9      (b) The close corporation has amended its certificate of

44-10  incorporation in accordance with NRS 78A.180.

44-11     6.  The provisions of this section do not impair any rights of a

44-12  transferee to:

44-13     (a) Rescind the transaction by which he acquired the stock; or

44-14     (b) Recover under any applicable warranty.

44-15     7.  As used in this section, “transfer” is not limited to a transfer

44-16  for value.

44-17     Sec. 68.  NRS 78A.090 is hereby amended to read as follows:

44-18     78A.090  1.  A close corporation may operate without a board

44-19  of directors if the certificate of incorporation contains a statement to

44-20  that effect.

44-21     2.  An amendment to the certificate of incorporation eliminating

44-22  a board of directors must be approved:

44-23     (a) By all the shareholders of the corporation, whether or not

44-24  otherwise entitled to vote on amendments; or

44-25     (b) If no shares have been issued, by all subscribers for shares, if

44-26  any, or if none, by the incorporators.

44-27     3.  While a corporation is operating without a board of directors

44-28  as authorized by subsection 1:

44-29     (a) All corporate powers must be exercised by or under the

44-30  authority of, and the business and affairs of the corporation managed

44-31  under the direction of, the shareholders.

44-32     (b) Unless the articles of incorporation provide otherwise:

44-33         (1) Action requiring the approval of the board of directors or

44-34  of both the board of directors and the shareholders is authorized if

44-35  approved by the shareholders; and

44-36         (2) Action requiring a majority or greater percentage vote of

44-37  the board of directors is authorized if approved by the majority or

44-38  greater percentage of votes of the shareholders entitled to vote on

44-39  the action.

44-40     (c) A requirement by a state or the United States that a

44-41  [document] record delivered for filing contain a statement that

44-42  specified action has been taken by the board of directors is satisfied

44-43  by a statement that the corporation is a close corporation without a

44-44  board of directors and that the action was approved by the

44-45  shareholders.

45-1      (d) The shareholders by resolution may appoint one or more

45-2  shareholders to sign [documents] records as designated directors.

45-3      4.  An amendment to the articles of incorporation that deletes

45-4  the provision which eliminates a board of directors must be

45-5  approved by the holders of at least two-thirds of the votes of each

45-6  class or series of shares of the corporation, voting as separate voting

45-7  groups, whether or not otherwise entitled to vote on amendments.

45-8  The amendment must specify the number, names and mailing

45-9  addresses of the directors of the corporation or describe who will

45-10  perform the duties of the board of directors.

45-11     [5.  As used in this section, “sign” means to execute or adopt a

45-12  name, word or mark, including, without limitation, an electronic

45-13  signature as defined in NRS 719.100, with the present intention to

45-14  authenticate a document.]

45-15     Sec. 69.  NRS 78A.110 is hereby amended to read as follows:

45-16     78A.110  Notwithstanding any law to the contrary, a person

45-17  who holds more than one office in a close corporation may

45-18  [execute,] sign, acknowledge or verify in more than one capacity

45-19  any [document] record required to be [executed,] signed,

45-20  acknowledged or verified by the holders of two or more offices.

45-21     Sec. 70.  NRS 78A.190 is hereby amended to read as follows:

45-22     78A.190  1.  The status of a corporation as a close corporation

45-23  terminates if one or more of the provisions or conditions of this

45-24  chapter cease to exist or be fulfilled unless:

45-25     (a) Within 30 days after the occurrence of the event, or within

45-26  30 days after the event has been discovered by the corporation,

45-27  whichever is later, the corporation files with the Secretary of State

45-28  [an executed] a signed certificate stating that a specified provision

45-29  or condition included in the certificate of incorporation to qualify

45-30  the corporation as a close corporation has ceased to be applicable

45-31  and furnishes a copy of the certificate to each stockholder; and

45-32     (b) The corporation, concurrently with the filing of a certificate,

45-33  takes such steps as are necessary to correct the situation that

45-34  threatens the status as a close corporation, including the refusal to

45-35  register the transfer of stock which has been wrongfully transferred

45-36  as provided by NRS 78A.050 or commencing a proceeding under

45-37  subsection 2.

45-38     2.  Upon the suit of the close corporation or any stockholder,

45-39  the court has jurisdiction to:

45-40     (a) Issue all orders necessary to prevent the corporation from

45-41  losing its status as a close corporation.

45-42     (b) Restore the status of the corporation as a close corporation

45-43  by enjoining or setting aside any act or threatened act on the part of

45-44  the corporation or a stockholder that would be inconsistent with any

45-45  of the provisions or conditions required or permitted by this chapter

46-1  to be stated in the certificate of incorporation of a close corporation,

46-2  unless it is an act approved in accordance with NRS 78A.050.

46-3      (c) Enjoin or set aside any transfer or threatened transfer of

46-4  stock of a close corporation that is contrary to the terms of the

46-5  certificate of incorporation or of any permitted restriction on

46-6  transfer.

46-7      (d) Enjoin any public offering or threatened public offering of

46-8  stock of the close corporation.

46-9      Sec. 71.  Chapter 80 of NRS is hereby amended by adding

46-10  thereto the provisions set forth as sections 72 and 73 of this act.

46-11     Sec. 72.  “Record” means information that is inscribed on a

46-12  tangible medium or that is stored in an electronic or other medium

46-13  and is retrievable in perceivable form.

46-14     Sec. 73.  “Sign” means to affix a signature to a record.

46-15     Sec. 74.  NRS 80.001 is hereby amended to read as follows:

46-16     80.001  As used in this chapter, unless the context otherwise

46-17  requires, the words and terms defined in NRS 80.003 and 80.004

46-18  and sections 72 and 73 of this act have the meanings ascribed to

46-19  them in those sections.

46-20     Sec. 75.  NRS 80.003 is hereby amended to read as follows:

46-21     80.003  [“Signed” means to have executed or adopted]

46-22  “Signature” means a name, word , symbol or mark[, including,]

46-23  executed or otherwise adopted, or a record encrypted or similarly

46-24  processed in whole or in part, by a person with the present intent

46-25  to identify himself and adopt or accept a record. The term

46-26  includes, without limitation, an electronic signature as defined in

46-27  NRS 719.100 . [, with the present intention to authenticate a

46-28  document.]

46-29     Sec. 76.  NRS 80.005 is hereby amended to read as follows:

46-30     80.005  The Secretary of State may microfilm any [document]

46-31  record which is filed in his office by a foreign corporation pursuant

46-32  to this chapter and may return the original [document] record to the

46-33  corporation.

46-34     Sec. 77.  NRS 80.006 is hereby amended to read as follows:

46-35     80.006  Before the issuance of stock, an incorporator or, after

46-36  the issuance of stock, an officer of a foreign corporation may

46-37  authorize the Secretary of State in writing to replace any page of a

46-38  [document] record submitted for filing[,] on an expedited basis,

46-39  before the actual filing, and to accept the page as if it were part of

46-40  the [originally signed filing.] original record.

46-41     Sec. 78.  NRS 80.007 is hereby amended to read as follows:

46-42     80.007  1.  A foreign corporation may correct a [document

46-43  filed by] record filed in the Office of the Secretary of State if the

46-44  [document] record contains an incorrect statement or was

46-45  defectively [executed,] signed, attested, sealed or verified.

47-1      2.  To correct a [document,] record, the corporation shall:

47-2      (a) Prepare a certificate of correction which:

47-3          (1) States the name of the corporation;

47-4          (2) Describes the [document,] record, including, without

47-5  limitation, its filing date;

47-6          (3) Specifies the incorrect statement and the reason it is

47-7  incorrect or the manner in which the [execution] signing was

47-8  defective;

47-9          (4) Corrects the incorrect statement or defective [execution;]

47-10  signature; and

47-11         (5) Is signed by an officer of the corporation; and

47-12     (b) Deliver the certificate to the Secretary of State for filing.

47-13     3.  A certificate of correction is effective on the effective date

47-14  of the [document] record it corrects except as to persons relying on

47-15  the uncorrected [document] record and adversely affected by the

47-16  correction. As to those persons, the certificate is effective when

47-17  filed.

47-18     Sec. 79.  NRS 80.010 is hereby amended to read as follows:

47-19     80.010  1.  Before commencing or doing any business in this

47-20  state, each corporation organized pursuant to the laws of another

47-21  state, territory, the District of Columbia, a possession of the United

47-22  States or a foreign country[,] that enters this state to do business

47-23  must:

47-24     (a) File in the Office of the Secretary of State of this state:

47-25         (1) A certificate of corporate existence issued not more than

47-26  90 days before the date of filing by an authorized officer of the

47-27  jurisdiction of its incorporation setting forth the filing of

47-28  [documents] records and instruments related to the articles of

47-29  incorporation, or the governmental acts or other instrument or

47-30  authority by which the corporation was created. If the certificate is

47-31  in a language other than English, a translation, together with the

47-32  oath of the translator and his attestation of its accuracy, must be

47-33  attached to the certificate.

47-34         (2) A certificate of acceptance of appointment [executed]

47-35  signed by its resident agent, who must be a resident or located in

47-36  this state. The certificate must set forth the name of the resident

47-37  agent, his street address for the service of process, and his mailing

47-38  address if different from his street address. The street address of the

47-39  resident agent is the registered office of the corporation in this state.

47-40         (3) A statement [executed] signed by an officer of the

47-41  corporation setting forth:

47-42             (I) A general description of the purposes of the

47-43  corporation; and

48-1              (II) The authorized stock of the corporation and the

48-2  number and par value of shares having par value and the number of

48-3  shares having no par value.

48-4      (b) Lodge in the Office of the Secretary of State a copy of the

48-5  [document] record most recently filed by the corporation in the

48-6  jurisdiction of its incorporation setting forth the authorized stock of

48-7  the corporation, the number of par-value shares and their par value,

48-8  and the number of no-par-value shares.

48-9      2.  The Secretary of State shall not file the [documents] records

48-10  required by subsection 1 for any foreign corporation whose name is

48-11  not distinguishable on the records of the Secretary of State from the

48-12  names of all other artificial persons formed, organized, registered or

48-13  qualified pursuant to the provisions of this title that are on file in the

48-14  Office of the Secretary of State and all names that are reserved in

48-15  the Office of the Secretary of State pursuant to the provisions of this

48-16  title, unless the [written,] signed, acknowledged consent of the

48-17  holder of the name on file or reserved name to use the same name or

48-18  the requested similar name accompanies the articles of

48-19  incorporation.

48-20     3.  The Secretary of State shall not accept for filing the

48-21  [documents] records required by subsection 1 or NRS 80.110 for

48-22  any foreign corporation if the name of the corporation contains the

48-23  words “engineer,” “engineered,” “engineering,” “professional

48-24  engineer,” “registered engineer” or “licensed engineer” unless the

48-25  State Board of Professional Engineers and Land Surveyors certifies

48-26  that:

48-27     (a) The principals of the corporation are licensed to practice

48-28  engineering pursuant to the laws of this state; or

48-29     (b) The corporation is exempt from the prohibitions of

48-30  NRS 625.520.

48-31     4.  The Secretary of State shall not accept for filing the

48-32  [documents] records required by subsection 1 or NRS 80.110 for

48-33  any foreign corporation if it appears from the [documents] records

48-34  that the business to be carried on by the corporation is subject to

48-35  supervision by the Commissioner of Financial Institutions, unless

48-36  the Commissioner certifies that:

48-37     (a) The corporation has obtained the authority required to do

48-38  business in this state; or

48-39     (b) The corporation is not subject to or is exempt from the

48-40  requirements for obtaining such authority.

48-41     5.  The Secretary of State shall not accept for filing the

48-42  [documents] records required by subsection 1 or NRS 80.110 for

48-43  any foreign corporation if the name of the corporation contains the

48-44  words “accountant,” “accounting,” “accountancy,” “auditor” or

49-1  “auditing” unless the Nevada State Board of Accountancy certifies

49-2  that the foreign corporation:

49-3      (a) Is registered pursuant to the provisions of chapter 628 of

49-4  NRS; or

49-5      (b) Has filed with the State Board of Accountancy under penalty

49-6  of perjury a written statement that the foreign corporation is not

49-7  engaged in the practice of accounting and is not offering to practice

49-8  accounting in this state.

49-9      6.  The Secretary of State may adopt regulations that interpret

49-10  the requirements of this section.

49-11     Sec. 80.  NRS 80.012 is hereby amended to read as follows:

49-12     80.012  1.  The Secretary of State, when requested so to do,

49-13  shall reserve, for a period of 90 days, the right to use any name

49-14  available pursuant to NRS 80.010, for the use of any foreign

49-15  corporation. During the period, a name so reserved is not available

49-16  for use or reservation by any other artificial person forming,

49-17  organizing, registering or qualifying in the Office of the Secretary of

49-18  State pursuant to the provisions of this title without the [written,

49-19  acknowledged] signed, consent of the person at whose request the

49-20  reservation was made.

49-21     2.  The use by any other artificial person of a name in violation

49-22  of subsection 1 or NRS 80.010 may be enjoined, even if the

49-23  [document] record under which the artificial person is formed,

49-24  organized, registered or qualified has been filed by the Secretary of

49-25  State.

49-26     Sec. 81.  NRS 80.025 is hereby amended to read as follows:

49-27     80.025  1.  If a foreign corporation cannot qualify to do

49-28  business in this state because its name does not meet the

49-29  requirements of subsection 2 or 3 of NRS 80.010, it may apply for a

49-30  certificate to do business by having its board of directors adopt a

49-31  resolution setting forth the name under which the corporation elects

49-32  to do business in this state. The resolution may:

49-33     (a) Add to the existing corporate name a word, abbreviation or

49-34  other distinctive element; or

49-35     (b) Adopt a name different from its existing corporate name that

49-36  is available for use in this state.

49-37     2.  In addition to the [documents] records required by

49-38  subsection 1 of NRS 80.010, the corporation shall file a resolution

49-39  certifying the adoption of the modified name.

49-40     3.  If the Secretary of State determines that the modified

49-41  corporate name complies with the provisions of subsection 2 or 3 of

49-42  NRS 80.010, he shall issue the certificate in the foreign

49-43  corporation’s modified name if the foreign corporation otherwise

49-44  qualifies to do business in this state.

50-1      4.  A foreign corporation doing business in this state under a

50-2  modified corporate name approved by the Secretary of State shall

50-3  use the modified name in its dealings and communications with the

50-4  Secretary of State.

50-5      Sec. 82.  NRS 80.030 is hereby amended to read as follows:

50-6      80.030  1.  Each foreign corporation admitted to do business in

50-7  this state shall, within 90 days after the filing of any [document]

50-8  record amendatory or otherwise relating to the original articles in

50-9  the place of its creation, file in the Office of the Secretary of State:

50-10     (a) A copy of the [document] record certified by an authorized

50-11  officer of the place of its creation, or a certificate evidencing the

50-12  filing, issued by the authorized officer of the place of its creation

50-13  with whom the [document] record was filed; and

50-14     (b) A statement of an officer of the corporation of the change

50-15  reflected by the filing of the [document,] record, showing its

50-16  relation to the name, authorized capital stock, or general purposes.

50-17     2.  When a foreign corporation authorized to do business in this

50-18  state becomes a constituent of a merger permitted by the laws of the

50-19  state or country in which it is incorporated, it shall, within 90 days

50-20  after the merger becomes effective, file a copy of the agreement of

50-21  merger filed in the place of its creation, certified by an authorized

50-22  officer of the place of its creation, or a certificate, issued by the

50-23  proper officer of the place of its creation, attesting to the occurrence

50-24  of the event, in the Office of the Secretary of State.

50-25     3.  The Secretary of State may revoke the right of a foreign

50-26  corporation to transact business in this state if it fails to file the

50-27  [documents] records required by this section or pay the fees incident

50-28  to that filing.

50-29     Sec. 83.  NRS 80.050 is hereby amended to read as follows:

50-30     80.050  1.  Except as otherwise provided in subsection 3,

50-31  foreign corporations shall pay the same fees to the Secretary of State

50-32  as are required to be paid by corporations organized pursuant to the

50-33  laws of this state, but the amount of fees to be charged must not

50-34  exceed:

50-35     (a) The sum of $25,000 for filing [documents] records for initial

50-36  qualification; or

50-37     (b) The sum of $25,000 for each subsequent filing of a

50-38  certificate increasing authorized capital stock.

50-39     2.  If the corporate [documents] records required to be filed set

50-40  forth only the total number of shares of stock the corporation is

50-41  authorized to issue without reference to value, the authorized shares

50-42  shall be deemed to be without par value and the filing fee must be

50-43  computed pursuant to paragraph (b) of subsection 3 of NRS 78.760.

50-44     3.  Foreign corporations which are nonprofit corporations and

50-45  do not have or issue shares of stock shall pay the same fees to the

51-1  Secretary of State as are required to be paid by nonprofit

51-2  corporations organized pursuant to the laws of this state.

51-3      4.  The fee for filing a notice of withdrawal from the State of

51-4  Nevada by a foreign corporation is $60.

51-5      Sec. 84.  NRS 80.070 is hereby amended to read as follows:

51-6      80.070  1.  A foreign corporation may change its resident

51-7  agent by filing with the Secretary of State:

51-8      (a) A certificate of change, signed by an officer of the

51-9  corporation, setting forth:

51-10         (1) The name of the corporation;

51-11         (2) The name and street address of the present resident agent;

51-12  and

51-13         (3) The name and street address of the new resident agent;

51-14  and

51-15     (b) A certificate of acceptance [executed] signed by the new

51-16  resident agent, which must be a part of or attached to the certificate

51-17  of change.

51-18  The change authorized by this subsection becomes effective upon

51-19  the filing of the certificate of change.

51-20     2.  A person who has been designated by a foreign corporation

51-21  as resident agent may file with the Secretary of State a signed

51-22  statement that he is unwilling to continue to act as the agent of the

51-23  corporation for the service of process.

51-24     3.  Upon the filing of the statement of resignation with the

51-25  Secretary of State, the capacity of the resigning person as resident

51-26  agent terminates. If the statement of resignation is not accompanied

51-27  by a statement of the corporation appointing a successor resident

51-28  agent, the resigning resident agent shall give written notice, by mail,

51-29  to the corporation, of the filing of the statement and its effect. The

51-30  notice must be addressed to any officer of the corporation other than

51-31  the resident agent.

51-32     4.  If a resident agent dies, resigns or moves from the State, the

51-33  corporation, within 30 days thereafter, shall file with the Secretary

51-34  of State a certificate of acceptance [executed] signed by the new

51-35  resident agent. The certificate must set forth the name of the new

51-36  resident agent, his street address for the service of process, and his

51-37  mailing address if different from his street address.

51-38     5.  A corporation that fails to file a certificate of acceptance

51-39  [executed] signed by a new resident agent within 30 days after the

51-40  death, resignation or removal of its resident agent shall be deemed

51-41  in default and is subject to the provisions of NRS 80.150 and

51-42  80.160.

51-43     Sec. 85.  NRS 80.090 is hereby amended to read as follows:

51-44     80.090  If a foreign corporation doing business in this state

51-45  maintains and keeps in the State a resident agent as provided by

52-1  NRS 80.060 and files or has microfilmed the papers, [documents]

52-2  records and instruments required by NRS 80.010 to 80.040,

52-3  inclusive, the foreign corporation is entitled to the benefit of the

52-4  laws of this state limiting the time for the commencement of civil

52-5  actions.

52-6      Sec. 86.  NRS 80.140 is hereby amended to read as follows:

52-7      80.140  1.  Every list required to be filed under the provisions

52-8  of NRS 80.110 to 80.170, inclusive, must, after the name of each

52-9  officer and director listed thereon, set forth the [post office box]

52-10  mailing or street address, either residence or business, of each

52-11  officer and director.

52-12     2.  If the addresses are not stated for each person on any list

52-13  offered for filing, the Secretary of State may refuse to file the list,

52-14  and the corporation for which the list has been offered for filing is

52-15  subject to all the provisions of NRS 80.110 to 80.170, inclusive,

52-16  relating to failure to file the list within or at the times therein

52-17  specified, unless a list is subsequently submitted for filing which

52-18  conforms to the provisions of this section.

52-19     Sec. 87.  NRS 80.200 is hereby amended to read as follows:

52-20     80.200  1.  Any foreign corporation qualified to do business in

52-21  this state under the provisions of this chapter may withdraw

52-22  therefrom and surrender its right by:

52-23     (a) Filing with the Secretary of State a notice of its purpose so to

52-24  do, duly authorized to be given by resolution of its board of

52-25  directors and [executed under its corporate seal] signed by the

52-26  proper officers thereof; and

52-27     (b) Paying the fee required by NRS 80.050 for filing notice.

52-28     2.  The provisions of subsection 1 apply only when the

52-29  corporation’s right to do business in this state at the time the notice

52-30  is submitted for filing has not been forfeited.

52-31     Sec. 88.  Chapter 81 of NRS is hereby amended by adding

52-32  thereto the provisions set forth as sections 89 and 90 of this act.

52-33     Sec. 89.  “Record” means information that is inscribed on a

52-34  tangible medium or that is stored in an electronic or other medium

52-35  and is retrievable in perceivable form.

52-36     Sec. 90.  “Sign” means to affix a signature to a record.

52-37     Sec. 91.  NRS 81.001 is hereby amended to read as follows:

52-38     81.001  As used in this chapter, unless the context otherwise

52-39  requires, the words and terms defined in NRS 81.0015 and 81.0025

52-40  and sections 89 and 90 of this act have the meanings ascribed to

52-41  them in those sections.

52-42     Sec. 92.  NRS 81.0015 is hereby amended to read as follows:

52-43     81.0015  [“Signed” means to have executed or adopted]

52-44  “Signature” means a name, word , symbol or mark[, including,]

52-45  executed or otherwise adopted, or a record encrypted or similarly

53-1  processed in whole or in part, by a person with the present intent

53-2  to identify himself and adopt or accept a record. The term

53-3  includes, without limitation, an electronic signature as defined in

53-4  NRS 719.100 . [, with the present intention to authenticate a

53-5  document.]

53-6      Sec. 93.  NRS 81.003 is hereby amended to read as follows:

53-7      81.003  No [document] record which is written in a language

53-8  other than English may be filed or submitted for filing in the Office

53-9  of the Secretary of State pursuant to the provisions of this chapter

53-10  unless it is accompanied by a verified translation of that [document]

53-11  record into the English language.

53-12     Sec. 94.  NRS 81.040 is hereby amended to read as follows:

53-13     81.040  Each corporation formed under NRS 81.010 to 81.160,

53-14  inclusive, must prepare and file articles of incorporation in writing,

53-15  setting forth:

53-16     1.  The name of the corporation.

53-17     2.  The purpose for which it is formed.

53-18     3.  The name of the person designated as the resident agent, the

53-19  street address for the service of process, and the mailing address if

53-20  different from the street address.

53-21     4.  The term for which it is to exist, which may be perpetual.

53-22     5.  If formed with stock, the amount of its stock and the number

53-23  and par value, if any, and the shares into which it is divided, and the

53-24  amount of common and of preferred stock that may be issued with

53-25  the preferences, privileges, voting rights, restrictions and

53-26  qualifications pertaining thereto.

53-27     6.  The names and addresses of those selected to act as

53-28  directors, not less than three, for the first year or until their

53-29  successors have been elected and have accepted office.

53-30     7.  Whether the property rights and interest of each member are

53-31  equal or unequal, and if unequal the articles must set forth a general

53-32  rule applicable to all members by which the property rights and

53-33  interests of each member may be determined, but the corporation

53-34  may admit new members who may vote and share in the property of

53-35  the corporation with the old members, in accordance with the

53-36  general rule.

53-37     8.  The name and [post office box] mailing or street address,

53-38  either residence or business, of each of the incorporators [executing]

53-39  signing the articles of incorporation.

53-40     Sec. 95.  NRS 81.060 is hereby amended to read as follows:

53-41     81.060  1.  The articles of incorporation must be:

53-42     (a) [Subscribed] Signed by three or more of the original

53-43  members, a majority of whom must be residents of this state.

53-44     (b) Filed, together with a certificate of acceptance of

53-45  appointment [executed] signed by the resident agent of the

54-1  corporation, in the Office of the Secretary of State in all respects in

54-2  the same manner as other articles of incorporation are filed.

54-3      2.  If a corporation formed under NRS 81.010 to 81.160,

54-4  inclusive, is authorized to issue stock , there must be paid to the

54-5  Secretary of State for filing the articles of incorporation the fee

54-6  applicable to the amount of authorized stock of the corporation

54-7  which the Secretary of State is required by law to collect upon the

54-8  filing of articles of incorporation which authorize the issuance of

54-9  stock.

54-10     3.  The Secretary of State shall issue to the corporation over the

54-11  Great Seal of the State a certificate that a copy of the articles

54-12  containing the required statements of facts has been filed in his

54-13  office.

54-14     4.  Upon the issuance of the certificate by the Secretary of State,

54-15  the persons signing the articles and their associates and successors

54-16  are a body politic and corporate. When so filed, the articles of

54-17  incorporation or certified copies thereof must be received in all the

54-18  courts of this state, and other places, as prima facie evidence of the

54-19  facts contained therein.

54-20     Sec. 96.  NRS 81.200 is hereby amended to read as follows:

54-21     81.200  1.  Every association formed under NRS 81.170 to

54-22  81.270, inclusive, shall prepare articles of association in writing,

54-23  setting forth:

54-24     (a) The name of the association.

54-25     (b) The purpose for which it is formed.

54-26     (c) The name of the person designated as the resident agent, the

54-27  street address for service of process, and the mailing address if

54-28  different from the street address.

54-29     (d) The term for which it is to exist, which may be perpetual.

54-30     (e) The number of the directors thereof, and the names and

54-31  residences of those selected for the first year.

54-32     (f) The amount which each member is to pay upon admission as

54-33  a fee for membership, and that each member signing the articles has

54-34  actually paid the fee.

54-35     (g) That the interest and right of each member therein is to be

54-36  equal.

54-37     (h) The name and [post office box] mailing or street address,

54-38  either residence or business, of each of the persons [executing]

54-39  signing the articles of association.

54-40     2.  The articles of association must be [subscribed] signed by

54-41  the original associates or members.

54-42     3.  The articles so [subscribed] signed must be filed, together

54-43  with a certificate of acceptance of appointment [executed] signed by

54-44  the resident agent for the association, in the Office of the Secretary

54-45  of State, who shall furnish a certified copy thereof. From the time of

55-1  the filing in the Office of the Secretary of State, the association may

55-2  exercise all the powers for which it was formed.

55-3      Sec. 97.  NRS 81.220 is hereby amended to read as follows:

55-4      81.220  Every association formed under NRS 81.170 to 81.270,

55-5  inclusive, may:

55-6      1.  Sue and be sued in any court in its associate name.

55-7      2.  Make and use a common seal and alter it at pleasure, but the

55-8  use or nonuse of such a seal does not affect the legality of any

55-9  [document.] record.

55-10     3.  Receive by gift, devise or purchase, hold and convey, real

55-11  and personal property as the purposes of the association may

55-12  require.

55-13     4.  Appoint such subordinate agents or officers as the business

55-14  may require.

55-15     5.  Admit associates or members, and sell or forfeit their

55-16  interest in the association for default of installments, dues, work or

55-17  labor required, as provided by the bylaws.

55-18     6.  Enter into any and all lawful contracts or obligations

55-19  essential to the transaction of its affairs, for the purpose for which it

55-20  was formed.

55-21     7.  Borrow money.

55-22     8.  Issue all such notes, bills or evidence of indebtedness or

55-23  mortgage as its bylaws may provide for.

55-24     9.  Trade, barter, buy, sell and exchange.

55-25     10.  Do all other things proper to be done for the purpose of

55-26  carrying into effect the objects for which the association is formed.

55-27     Sec. 98.  NRS 81.230 is hereby amended to read as follows:

55-28     81.230  1.  Every association formed under NRS 81.170 to

55-29  81.270, inclusive, must, within 40 days after it so becomes an

55-30  association, adopt a code of bylaws for the government and

55-31  management of the association, not inconsistent with NRS 81.170 to

55-32  81.270, inclusive. A majority of all the associates is necessary to the

55-33  adoption of bylaws, and the bylaws must be written in a book[, and

55-34  subscribed] and signed by the members adopting them.

55-35     2.  The bylaws cannot be amended or modified except by the

55-36  vote of a majority of all the members after notice of the proposed

55-37  amendment is given as the bylaws may provide.

55-38     3.  The bylaws must provide for the amount of the indebtedness

55-39  which the association may incur.

55-40     4.  The association may, by its code of bylaws, provide for:

55-41     (a) The time, place and manner of calling and conducting its

55-42  meetings.

55-43     (b) The number of directors, the time of their election, their term

55-44  of office, the mode and manner of their removal, the mode and

55-45  manner of filling vacancies in the board caused by death,

56-1  resignation, removal or otherwise, and the power and authority of

56-2  directors, and how many thereof are necessary to the exercise of the

56-3  powers of the directors or of any officer.

56-4      (c) The number of the officers, if any, other than the directors,

56-5  and their term of office, the mode of removal, and the method of

56-6  filling a vacancy.

56-7      (d) The mode and manner of conducting business.

56-8      (e) The mode and manner of conducting elections, and may

56-9  provide for voting by ballots forwarded by mail or otherwise , [;] but

56-10  the method must secure the secrecy of the ballot.

56-11     (f) The mode and manner of succession of membership, and the

56-12  qualifications of membership, and on what conditions, and when

56-13  membership ceases, and the mode and manner of expulsion or

56-14  refusal of a member, but an expelled or refused member is entitled

56-15  to have a board of arbitration consisting of three persons, one

56-16  selected by the board of directors, one by the expelled or refused

56-17  member, and a third by the other two, appraise his interest in the

56-18  association in either money, property or labor, as the directors

56-19  choose, and to have the money, property or labor so awarded him

56-20  paid or delivered, or performed within 40 days after expulsion or

56-21  refusal.

56-22     (g) The amount of any membership fee, and the dues,

56-23  installments or labor which each member [shall be] is required to

56-24  pay or perform, if any, and the manner of collection or enforcement,

56-25  and for forfeiture or sale of a member’s interest for nonpayment or

56-26  nonperformance.

56-27     (h) The method, time and manner of permitting the withdrawal

56-28  of a member, if at all, and how his interest must be ascertained,

56-29  either in money or property, and within what time it must be paid or

56-30  delivered to the member.

56-31     (i) The mode and manner of ascertaining the interest of a

56-32  member at his death, if his legal representatives or none of them

56-33  desire to succeed to the membership, and whether the value of his

56-34  interest must be paid to his legal representatives in money, property

56-35  or labor, and within what time it must be paid, delivered or

56-36  performed , [;] but a withdrawing member or the legal representative

56-37  of a deceased member has the right to a board of arbitration the

56-38  same as is provided for expelled or refused members.

56-39     (j) Such other things as may be proper to carry out the purpose

56-40  for which the association was formed.

56-41     Sec. 99.  NRS 81.440 is hereby amended to read as follows:

56-42     81.440  Each corporation formed under NRS 81.410 to 81.540,

56-43  inclusive, shall prepare and file articles of incorporation in writing,

56-44  setting forth:

56-45     1.  The name of the corporation.

57-1      2.  The purpose for which it is formed.

57-2      3.  The name of the person designated as the resident agent, the

57-3  street address for service of process, and the mailing address if

57-4  different from the street address.

57-5      4.  The term for which it is to exist, which may be perpetual.

57-6      5.  The number of directors thereof, which must be not less than

57-7  three and which may be any number in excess thereof, and the

57-8  names and residences of those selected for the first year and until

57-9  their successors have been elected and have accepted office.

57-10     6.  Whether the voting power and the property rights and

57-11  interest of each member are equal or unequal, and if unequal the

57-12  articles must set forth a general rule applicable to all members by

57-13  which the voting power and the property rights and interests of each

57-14  member may be determined, but the corporation may admit new

57-15  members who may vote and share in the property of the corporation

57-16  with the old members, in accordance with the general rule.

57-17     7.  The name and [post office box] mailing or street address,

57-18  either residence or business, of each of the incorporators executing

57-19  the articles of incorporation.

57-20     Sec. 100.  NRS 81.450 is hereby amended to read as follows:

57-21     81.450  1.  The articles of incorporation must be:

57-22     (a) [Subscribed] Signed by three or more of the original

57-23  members, a majority of whom must be residents of this state.

57-24     (b) Filed, together with a certificate of acceptance of

57-25  appointment [executed] signed by the resident agent for the

57-26  corporation, in the Office of the Secretary of State in all respects in

57-27  the same manner as other articles of incorporation are filed.

57-28     2.  The Secretary of State shall issue to the corporation over the

57-29  Great Seal of the State a certificate that a copy of the articles

57-30  containing the required statements of facts has been filed in his

57-31  office.

57-32     3.  Upon the issuance of the certificate by the Secretary of State

57-33  the persons signing the articles and their associates and successors

57-34  are a body politic and corporate. When so filed, the articles of

57-35  incorporation or certified copies thereof must be received in all the

57-36  courts of this state, and other places, as prima facie evidence of the

57-37  facts contained therein.

57-38     Sec. 101.  Chapter 82 of NRS is hereby amended by adding

57-39  thereto the provisions set forth as sections 102 and 103 of this act.

57-40     Sec. 102.  “Record” means information that is inscribed on a

57-41  tangible medium or that is stored in an electronic or other medium

57-42  and is retrievable in perceivable form.

57-43     Sec. 103.  1.  A corporation may correct a record filed in the

57-44  Office of the Secretary of State with respect to the corporation if

57-45  the record contains an inaccurate description of a corporate

58-1  action or if the record was defectively signed, attested, sealed,

58-2  verified or acknowledged.

58-3      2.  To correct a record, the corporation shall:

58-4      (a) Prepare a certificate of correction which:

58-5          (1) States the name of the corporation;

58-6          (2) Describes the record, including, without limitation, its

58-7  filing date;

58-8          (3) Specifies the inaccuracy or defect;

58-9          (4) Sets forth the inaccurate or defective portion of the

58-10  record in an accurate or corrected form; and

58-11         (5) Is signed by an officer of the corporation.

58-12     (b) Deliver the certificate to the Secretary of State for filing.

58-13     (c) Pay a filing fee of $150 to the Secretary of State.

58-14     3.  A certificate of correction is effective on the effective date

58-15  of the record it corrects except as to persons relying on the

58-16  uncorrected record and adversely affected by the correction. As to

58-17  those persons, the certificate is effective when filed.

58-18     Sec. 104.  NRS 82.006 is hereby amended to read as follows:

58-19     82.006  As used in this chapter , unless the context otherwise

58-20  requires, the words and terms defined in NRS 82.011 to 82.044,

58-21  inclusive, and section 102 of this act have the meanings ascribed to

58-22  them in those sections.

58-23     Sec. 105.  NRS 82.011 is hereby amended to read as follows:

58-24     82.011  “Articles of incorporation” and “articles” are

58-25  synonymous terms and, unless the context otherwise requires,

58-26  include all certificates filed pursuant to NRS 82.081, 82.346, 82.356

58-27  and 82.371 and any [agreement] articles of merger filed pursuant to

58-28  NRS 92A.005 to 92A.260, inclusive.

58-29     Sec. 106.  NRS 82.042 is hereby amended to read as follows:

58-30     82.042  “Sign” means to affix a signature to a [document.]

58-31  record.

58-32     Sec. 107.  NRS 82.043 is hereby amended to read as follows:

58-33     82.043  “Signature” means a name, word , symbol or mark

58-34  executed or otherwise adopted , or a record encrypted or similarly

58-35  processed in whole or in part, by a person with the present

58-36  [intention to authenticate a document.] intent to identify himself

58-37  and adopt or accept a record. The term includes, without

58-38  [imitation,] limitation, an electronic signature as defined in

58-39  NRS 719.100.

58-40     Sec. 108.  NRS 82.061 is hereby amended to read as follows:

58-41     82.061  1.  A certificate of election to accept this chapter

58-42  pursuant to NRS 82.056 must be signed by [the president or a vice

58-43  president and by the secretary or an assistant secretary] an officer of

58-44  the corporation and must set forth:

58-45     (a) The name of the corporation.

59-1      (b) A statement by the corporation that it has elected to accept

59-2  this chapter and adopt new articles of incorporation conforming to

59-3  the provisions of this chapter and any other statutes pursuant to

59-4  which the corporation may have been organized.

59-5      (c) If there are members or stockholders entitled to vote thereon,

59-6  a statement setting forth the date of the meeting of the members or

59-7  stockholders at which the election to accept this chapter and adopt

59-8  new articles was made, that a quorum was present at the meeting

59-9  and that acceptance and adoption was authorized by at least a

59-10  majority of the votes which members or stockholders present at the

59-11  meeting in person or by proxy were entitled to cast.

59-12     (d) If there are no members or stockholders entitled to vote

59-13  thereon, a statement of that fact, the date of the meeting of the board

59-14  of directors at which the election to accept and adopt was made, that

59-15  a quorum was present at the meeting and that the acceptance and

59-16  adoption were authorized by a majority vote of the directors present

59-17  at the meeting.

59-18     (e) A statement that, in addition, the corporation followed the

59-19  requirements of the law under which it was organized, its old

59-20  articles of incorporation and its old bylaws so far as applicable in

59-21  effecting the acceptance.

59-22     (f) A statement that the attached copy of the articles of

59-23  incorporation of the corporation are the new articles of incorporation

59-24  of the corporation.

59-25     (g) If the corporation has issued shares of stock, a statement of

59-26  that fact including the number of shares theretofore authorized, the

59-27  number issued and outstanding and that upon the effective date of

59-28  the certificate of acceptance the authority of the corporation to issue

59-29  shares of stock is thereby terminated.

59-30     2.  The certificate so signed must be filed in the Office of the

59-31  Secretary of State.

59-32     Sec. 109.  NRS 82.063 is hereby amended to read as follows:

59-33     82.063  1.  The board of directors of a corporation without

59-34  shares of stock which was organized before October 1, 1991,

59-35  pursuant to any provision of chapter 81 of NRS or a predecessor

59-36  statute and whose permissible term of existence as stated in the

59-37  articles of incorporation has expired , may, within 10 years after the

59-38  date of the expiration of its existence, elect to revive its charter and

59-39  accept this chapter by adopting a resolution reviving the expired

59-40  charter and adopting new articles of incorporation conforming to

59-41  this chapter and any other statutes pursuant to which the corporation

59-42  may have been organized. The new articles of incorporation need

59-43  not contain the names, addresses, signatures or acknowledgments of

59-44  the incorporators.

60-1      2.  A certificate of election to accept this chapter pursuant to

60-2  this section must be signed by [the president or a vice president] an

60-3  officer of the corporation and must set forth:

60-4      (a) The name of the corporation.

60-5      (b) A statement by the corporation that it has elected to accept

60-6  this chapter and adopt new articles of incorporation conforming to

60-7  the provisions of this chapter and any other statutes pursuant to

60-8  which the corporation may have been organized.

60-9      (c) A statement by the corporation that since the expiration of its

60-10  charter it has remained organized and continued to carry on the

60-11  activities for which it was formed and authorized by its original

60-12  articles of incorporation and amendments thereto, and desires to

60-13  continue through revival its existence pursuant to and subject to the

60-14  provisions of this chapter.

60-15     (d) A statement that the attached copy of the articles of

60-16  incorporation of the corporation are the new articles of incorporation

60-17  of the corporation.

60-18     (e) A statement setting forth the date of the meeting of the board

60-19  of directors at which the election to accept and adopt was made, that

60-20  a quorum was present at the meeting and that the acceptance and

60-21  adoption were authorized by a majority vote of the directors present

60-22  at the meeting.

60-23     3.  The certificate so signed and a certificate of acceptance of

60-24  appointment [executed] signed by the resident agent of the

60-25  corporation must be filed in the Office of the Secretary of State.

60-26     4.  The new articles of incorporation become effective on the

60-27  date of filing the certificate. The corporation’s existence continues

60-28  from the date of expiration of the original term, with all the

60-29  corporation’s rights, franchises, privileges and immunities and

60-30  subject to all its existing and preexisting debts, duties and liabilities.

60-31     Sec. 110.  NRS 82.081 is hereby amended to read as follows:

60-32     82.081  1.  One or more natural persons may associate to

60-33  establish a corporation no part of the income or profit of which is

60-34  distributable to its members, directors or officers, except as

60-35  otherwise provided in this chapter, for the transaction of any lawful

60-36  business, or to promote or conduct any legitimate object or purpose,

60-37  pursuant and subject to the requirements of this chapter, by:

60-38     (a) [Executing] Signing and filing in the Office of the Secretary

60-39  of State articles of incorporation; and

60-40     (b) Filing a certificate of acceptance of appointment, [executed]

60-41  signed by the resident agent of the corporation, in the Office of the

60-42  Secretary of State.

60-43     2.  The Secretary of State shall require articles of incorporation

60-44  to be in the form prescribed by NRS 82.086. If any articles are

61-1  defective in this respect, the Secretary of State shall return them for

61-2  correction.

61-3      Sec. 111.  NRS 82.086 is hereby amended to read as follows:

61-4      82.086  The articles of incorporation must set forth:

61-5      1.  The name of the corporation. A name appearing to be that of

61-6  a natural person and containing a given name or initials must not be

61-7  used as a corporate name except with an additional word or words

61-8  such as “Incorporated,” “Inc.,” “Limited,” “Ltd.,” “Company,”

61-9  “Co.,” “Corporation,” “Corp.,” or other word which identifies it as

61-10  not being a natural person.

61-11     2.  The name of the person designated as the corporation’s

61-12  resident agent, his street address where he maintains an office for

61-13  service of process, and his mailing address if different from the

61-14  street address.

61-15     3.  That the corporation is a nonprofit corporation.

61-16     4.  The nature of the business, or objects or purposes proposed

61-17  to be transacted, promoted or carried on by the corporation. It is

61-18  sufficient to state, either alone or with other purposes, that the

61-19  corporation may engage in any lawful activity, subject to expressed

61-20  limitations, if any. Such a statement makes all lawful activities

61-21  within the objects or purposes of the corporation.

61-22     5.  The [number,] names and [post office box] mailing or street

61-23  addresses, residence or business, of the first board of directors or

61-24  trustees, together with any desired provisions relative to the right to

61-25  change the number of directors.

61-26     6.  The names and [post office box] mailing or street address,

61-27  residence or business, of each of the incorporators signing the

61-28  articles of incorporation.

61-29     Sec. 112.  NRS 82.101 is hereby amended to read as follows:

61-30     82.101  1.  The Secretary of State, when requested to do so,

61-31  shall reserve, for a period of 90 days, the right to use any name

61-32  available under NRS 82.096 for the use of any proposed

61-33  corporation. During the period, a name so reserved is not available

61-34  for use or reservation by any other artificial person forming,

61-35  organizing, registering or qualifying in the Office of the Secretary of

61-36  State pursuant to the provisions of this title without the [written,

61-37  acknowledged] signed consent of the person at whose request the

61-38  reservation was made.

61-39     2.  The use by any other artificial person of a name in violation

61-40  of subsection 1 or NRS 82.096 may be enjoined, even if the

61-41  [document] record under which the artificial person is formed,

61-42  organized, registered or qualified has been filed by the Secretary of

61-43  State.

 

 

62-1      Sec. 113.  NRS 82.126 is hereby amended to read as follows:

62-2      82.126  1.  Every corporation, by virtue of its existence as

62-3  such, may adopt and use a common seal or stamp, and alter it at

62-4  pleasure.

62-5      2.  The use of a seal or stamp by a corporation on any corporate

62-6  [documents] record is not necessary. The corporation may use a seal

62-7  or stamp, if it desires, but use or failure to use does not in any way

62-8  affect the legality of the [document.] record.

62-9      Sec. 114.  NRS 82.181 is hereby amended to read as follows:

62-10     82.181  1.  A corporation shall keep a copy of the following

62-11  records at its registered office:

62-12     (a) A copy, certified by the Secretary of State, of its articles and

62-13  all amendments thereto;

62-14     (b) A copy, certified by an officer of the corporation, of its

62-15  bylaws and all amendments thereto;

62-16     (c) If the corporation has members, a members’ ledger or a

62-17  duplicate members’ ledger, revised annually, containing the names,

62-18  alphabetically arranged, of all persons who are members of the

62-19  corporation, showing their places of residence, if known , and the

62-20  class of membership held by each; or

62-21     (d) In lieu of the members’ ledger or duplicate members’ ledger

62-22  specified in paragraph (c), a statement setting out the name of the

62-23  custodian of the members’ ledger or duplicate members’ ledger, and

62-24  the present and complete [post office address, including street and

62-25  number, if any,] mailing or street address where the members’

62-26  ledger or duplicate members’ ledger specified in this section is kept.

62-27     2.  A corporation must maintain the records required by

62-28  subsection 1 in written form or in another form capable of

62-29  conversion into written form within a reasonable time.

62-30     3.  A director or any person who has been a member of record

62-31  of a corporation for at least 6 months, or at least 5 percent of the

62-32  members of the corporation, upon at least 5 days’ written demand, is

62-33  entitled to inspect in person or by agent or attorney, during usual

62-34  business hours, the members’ ledger or duplicate ledger, whether

62-35  kept in the registered office or elsewhere as provided in paragraph

62-36  (d) of subsection 1, and to make copies therefrom. Every

62-37  corporation that neglects or refuses to keep the members’ ledger or

62-38  duplicate copy thereof open for inspection, as required in this

62-39  subsection, shall forfeit to the State the sum of $25 for every day of

62-40  such neglect or refusal.

62-41     4.  An inspection authorized by subsection 3 may be denied to a

62-42  member or other person upon his refusal to furnish to the

62-43  corporation an affidavit that the inspection is not desired for any

62-44  purpose not relating to his interest as a member, including, but not

62-45  limited, to those purposes set forth in subsection 6.

63-1      5.  When the corporation keeps and maintains a statement in the

63-2  manner provided for in paragraph (d) of subsection 1, the

63-3  information contained thereon must be given to any director or

63-4  member of such corporation as provided in subsection 2 when the

63-5  demand is made during business hours. Every corporation that

63-6  neglects or refuses to keep such statement available, as required in

63-7  this subsection, shall forfeit to the State the sum of $25 for every

63-8  day of such neglect or refusal.

63-9      6.  It is a defense to any action to enforce the provisions of this

63-10  section or for charges, penalties or damages under this section that

63-11  the person suing has used or intends to use the list for any of the

63-12  following purposes:

63-13     (a) To solicit money or property from the members unless the

63-14  money or property will be used solely to solicit the votes of

63-15  members;

63-16     (b) For any commercial purpose or purpose in competition with

63-17  the corporation;

63-18     (c) To sell to any person; or

63-19     (d) For any other purpose not related to his interest as a member.

63-20     7.  This section does not impair the power or jurisdiction of any

63-21  court to compel the production for examination of the books of a

63-22  corporation in any proper case.

63-23     8.  In every instance where an attorney or other agent of the

63-24  director or member seeks the right of inspection, the demand must

63-25  be accompanied by a power of attorney [executed] signed by the

63-26  director or member authorizing the attorney or other agent to inspect

63-27  on behalf of the director or member.

63-28     9.  The right to copy records under subsection 3 includes, if

63-29  reasonable, the right to make copies by photographic, xerographic or

63-30  other means.

63-31     10.  The corporation may impose a reasonable charge, covering

63-32  costs of labor, materials and copies of any [documents] records

63-33  provided to the member or director.

63-34     Sec. 115.  NRS 82.186 is hereby amended to read as follows:

63-35     82.186  1.  Any director or person authorized in writing by at

63-36  least 15 percent of the members of the corporation upon at least 5

63-37  days’ written demand[,] is entitled to inspect in person or by agent

63-38  or attorney, during normal business hours, the books of account and

63-39  all financial records of the corporation and to make extracts

63-40  therefrom. The right of members and directors to inspect the

63-41  corporate records may not be limited in the articles or bylaws of any

63-42  corporation.

63-43     2.  All costs for making extracts of records must be borne by

63-44  the person exercising his rights under subsection 1.

64-1      3.  The rights authorized by subsection 1 may be denied to a

64-2  director or member upon his refusal to furnish the corporation an

64-3  affidavit that such inspection, extracts or audit is not desired for any

64-4  purpose not related to his interest in the corporation as a director or

64-5  member. Any director or member or other person, exercising rights

64-6  under subsection 1, who uses or attempts to use information,

64-7  [documents,] records or other data obtained from the corporation,

64-8  for any purpose not related to his interest in the corporation as a

64-9  director or member, is guilty of a gross misdemeanor.

64-10     4.  A director or member who brings an action or proceeding to

64-11  enforce any right under this section or to recover damages resulting

64-12  from its denial:

64-13     (a) Is entitled to costs and reasonable attorney’s fees, if he

64-14  prevails; or

64-15     (b) Is liable for such costs and fees, if he does not prevail, in the

64-16  action or proceeding.

64-17     5.  It is a defense to any action to enforce the provisions of this

64-18  section or for damages or penalties under this section that the person

64-19  seeking an inspection of the books of account and financial records,

64-20  or extracts thereof, has used or intends to use any such accounts and

64-21  records for any of the following reasons:

64-22     (a) For any commercial purpose or purpose in competition with

64-23  the corporation;

64-24     (b) To sell to any person; or

64-25     (c) For any other purpose not related to his interest as a member

64-26  or director.

64-27     6.  The rights and remedies of this section are not available to

64-28  members of any corporation that makes available at no cost to its

64-29  members a detailed annual financial statement.

64-30     Sec. 116.  NRS 82.216 is hereby amended to read as follows:

64-31     82.216  1.  The statement in the articles or bylaws of the

64-32  objects, purposes, powers and authorized business of the corporation

64-33  constitutes, as between the corporation and its directors, officers or

64-34  members, an authorization to the directors and a limitation upon the

64-35  actual authority of the representatives of the corporation. These

64-36  limitations may be asserted in a proceeding by a director or a

64-37  member entitled to vote for the election of directors or the Attorney

64-38  General to enjoin the doing or continuation of unauthorized business

64-39  by the corporation or its officers, or both, in cases where third

64-40  parties have not acquired rights thereby, or to dissolve the

64-41  corporation, or in a proceeding by the corporation, a director or a

64-42  member entitled to vote for the election of directors suing in a

64-43  representative suit against the officers or directors of the corporation

64-44  for violation of their authority.

65-1      2.  No limitation upon the business, purposes or powers of the

65-2  corporation or upon the powers of the members, officers or

65-3  directors, or the manner of exercise of such powers, contained in or

65-4  implied by the articles or bylaws may be asserted as between the

65-5  corporation, the directors or members and any third person.

65-6      3.  Any contract or conveyance, otherwise lawful, made in the

65-7  name of a corporation, which is authorized or ratified by the

65-8  directors, or is done within the scope of the authority, actual or

65-9  apparent, given by the directors, binds the corporation, and the

65-10  corporation acquires rights thereunder, whether the contract is

65-11  [executed] signed or is wholly or in part executory.

65-12     Sec. 117.  NRS 82.321 is hereby amended to read as follows:

65-13     82.321  1.  At any meeting of the members of any corporation,

65-14  any member may designate another person or persons to act as a

65-15  proxy or proxies. If a member designates two or more persons to act

65-16  as proxies, a majority of those persons present at the meeting, or, if

65-17  only one is present, then that one, have and may exercise all of the

65-18  powers conferred by the member upon all of the persons so

65-19  designated unless the member provides otherwise.

65-20     2.  Without limiting the manner in which a member may

65-21  authorize another person or persons to act for him as proxy pursuant

65-22  to subsection 1, the following constitutes valid means by which a

65-23  member may grant such authority:

65-24     (a) A member may [execute] sign a writing authorizing another

65-25  person or persons to act for him as proxy. [Execution may be

65-26  accomplished by the member or his authorized officer, director,

65-27  employee or agent’s signing the writing or causing his signature to

65-28  be affixed to the writing by any reasonable means, including, but not

65-29  limited to, by facsimile signature.]

65-30     (b) A member may authorize another person or persons to act

65-31  for him as proxy by transmitting or authorizing the transmission of a

65-32  telegram, cablegram or other means of electronic transmission to the

65-33  person who will be the holder of the proxy or to a firm which

65-34  solicits proxies, or like agent authorized by the person who will be

65-35  the holder of the proxy to receive the transmission. Any such

65-36  telegram, cablegram or other means of electronic transmission must

65-37  either set forth or be submitted with information from which it can

65-38  be determined that the telegram, cablegram or other electronic

65-39  transmission was authorized by the member. If it is determined that

65-40  the telegram, cablegram or other electronic transmission is valid, the

65-41  persons appointed by the corporation to count the votes of members

65-42  and determine the validity of proxies and ballots or other persons

65-43  making those determinations must specify the information upon

65-44  which they relied.

66-1      3.  Any copy, communication by telecopier, or other reliable

66-2  reproduction of the writing or transmission created pursuant to

66-3  subsection 2 may be substituted for the original writing or

66-4  transmission for any purpose for which the original writing or

66-5  transmission could be used, if the copy, communication by

66-6  telecopier, or other reproduction is a complete reproduction of the

66-7  entire original writing or transmission.

66-8      4.  No such proxy is valid after the expiration of 6 months from

66-9  the date of its creation, unless coupled with an interest, or unless the

66-10  member specifies in it the length of time for which it is to continue

66-11  in force, which may not exceed 7 years from the date of its creation.

66-12  Subject to these restrictions, any proxy properly created is not

66-13  revoked and continues in full force and effect until another

66-14  instrument or transmission revoking it or a properly created proxy

66-15  bearing a later date is filed with or transmitted to the secretary of

66-16  the corporation or another person or persons appointed by the

66-17  corporation to count the votes of members and determine the

66-18  validity of proxies and ballots.

66-19     Sec. 118.  NRS 82.346 is hereby amended to read as follows:

66-20     82.346  1.  If the first meeting of the directors has not taken

66-21  place and if there are no members, a majority of the incorporators of

66-22  a corporation may amend the original articles by [executing] signing

66-23  and proving in the manner required for original articles, and filing

66-24  with the Secretary of State[,] a certificate amending, modifying,

66-25  changing or altering the original articles, in whole or in part. The

66-26  certificate must state that:

66-27     (a) The signers thereof are a majority of the original

66-28  incorporators of the corporation; and

66-29     (b) As of the date of the certification , no meeting of the

66-30  directors has taken place and the corporation has no members other

66-31  than the incorporators.

66-32     2.  The amendment is effective upon the filing of the certificate

66-33  with the Secretary of State.

66-34     3.  This section does not permit the insertion of any matter not

66-35  in conformity with this chapter.

66-36     4.  The Secretary of State shall charge the fee allowed by law

66-37  for filing the amended certificate of incorporation.

66-38     Sec. 119.  NRS 82.351 is hereby amended to read as follows:

66-39     82.351  1.  A corporation whose directors have held a first

66-40  meeting or which has members who are not incorporators may

66-41  amend its articles in any of the following respects:

66-42     (a) By addition to its corporate powers and purposes, or

66-43  diminution thereof, or both.

66-44     (b) By substitution of other powers and purposes, in whole or in

66-45  part, for those prescribed by its articles of incorporation.

67-1      (c) By changing the name of the corporation.

67-2      (d) By making any other change or alteration in its articles of

67-3  incorporation that may be desired.

67-4      2.  All such changes or alterations may be effected by one

67-5  certificate of amendment. Articles so amended, changed or altered

67-6  may contain only such provisions as it would be lawful and proper

67-7  to insert in original articles, pursuant to NRS 82.086 and 82.091 or

67-8  the other statutes governing the contents of the corporation’s

67-9  articles, if the original articles were [executed] signed and filed at

67-10  the time of making the amendment.

67-11     Sec. 120.  NRS 82.356 is hereby amended to read as follows:

67-12     82.356  1.  Every amendment adopted pursuant to the

67-13  provisions of NRS 82.351 must be made in the following manner:

67-14     (a) The board of directors must adopt a resolution setting forth

67-15  the amendment proposed, approve it and, if the corporation has

67-16  members entitled to vote on an amendment to the articles, call a

67-17  meeting, either annual or special, of the members. The amendment

67-18  must also be approved by every public official or other person

67-19  whose approval of an amendment of articles is required by the

67-20  articles.

67-21     (b) At the meeting of members, of which notice must be given

67-22  to each member entitled to vote pursuant to the provisions of this

67-23  section, a vote of the members entitled to vote in person or by proxy

67-24  must be taken for and against the proposed amendment. A majority

67-25  of a quorum of the voting power of the members or such greater

67-26  proportion of the voting power of members as may be required in

67-27  the case of a vote by classes, as provided in subsection 3, or as may

67-28  be required by the articles, must vote in favor of the amendment.

67-29     (c) Upon approval of the amendment by the directors, or if the

67-30  corporation has members entitled to vote on an amendment to the

67-31  articles, by both the directors and those members, and such other

67-32  persons or public officers, if any, as are required to do so by the

67-33  articles, [the chairman of the board or the president or vice

67-34  president, and the secretary or assistant secretary, must execute] an

67-35  officer of the corporation must sign a certificate setting forth the

67-36  amendment, or setting forth the articles as amended, that the public

67-37  officers or other persons, if any, required by the articles have

67-38  approved the amendment, and the vote of the members and directors

67-39  by which the amendment was adopted.

67-40     (d) The certificate so [executed] signed must be filed in the

67-41  Office of the Secretary of State.

67-42     2.  Upon filing the certificate, the articles of incorporation are

67-43  amended accordingly.

67-44     3.  If any proposed amendment would alter or change any

67-45  preference or any relative or other right given to any class of

68-1  members, then the amendment must be approved by the vote, in

68-2  addition to the affirmative vote otherwise required, of the holders of

68-3  a majority of a quorum of the voting power of each class of

68-4  members affected by the amendment regardless of limitations or

68-5  restrictions on their voting power.

68-6      4.  In the case of any specified amendments, the articles may

68-7  require a larger vote of members than that required by this section.

68-8      Sec. 121.  NRS 82.371 is hereby amended to read as follows:

68-9      82.371  1.  A corporation may restate, or amend and restate, in

68-10  a single certificate the entire text of its articles as amended by filing

68-11  with the Secretary of State a certificate which must set forth the

68-12  articles as amended to the date of the certificate. If the certificate

68-13  alters or amends the articles in any manner, it must comply with the

68-14  provisions of NRS 82.346, 82.351 and 82.356, as applicable, and

68-15  must be accompanied by:

68-16     (a) A resolution; or

68-17     (b) A form prescribed by the Secretary of State,

68-18  setting forth which provisions of the articles of incorporation on file

68-19  with the Secretary of State are being altered or amended.

68-20     2.  If the certificate does not alter or amend the articles, it must

68-21  be signed by [the chairman of the board or the president or vice

68-22  president, and the secretary or assistant secretary,] an officer of the

68-23  corporation and must state that [they have] he has been authorized

68-24  to [execute] sign the certificate by resolution of the board of

68-25  directors adopted on the date stated, and that the certificate correctly

68-26  sets forth the text of the articles as amended to the date of the

68-27  certificate.

68-28     3.  The following may be omitted from the restated articles:

68-29     (a) The names, addresses, signatures and acknowledgments of

68-30  the incorporators;

68-31     (b) The names and addresses of the members of the past and

68-32  present board of directors; and

68-33     (c) The name and address of the resident agent.

68-34     4.  Whenever a corporation is required to file a certified copy of

68-35  its articles, in lieu thereof it may file a certified copy of the most

68-36  recent certificate restating its articles as amended, subject to the

68-37  provisions of subsection 2, together with certified copies of all

68-38  certificates of amendment filed after the restated articles and

68-39  certified copies of all certificates supplementary to the original

68-40  articles.

68-41     Sec. 122.  NRS 82.451 is hereby amended to read as follows:

68-42     82.451  1.  A corporation may be dissolved and its affairs

68-43  wound up voluntarily if the board of directors adopts a resolution to

68-44  that effect and calls a meeting of the members entitled to vote to

68-45  take action upon the resolution. The resolution must also be

69-1  approved by any person or superior organization whose approval is

69-2  required by a provision of the articles authorized by NRS 82.091.

69-3  The meeting of the members must be held with due notice. If at the

69-4  meeting the members entitled to exercise a majority of all the voting

69-5  power consent by resolution to the dissolution, a certificate setting

69-6  forth that the dissolution has been approved in compliance with this

69-7  section, together with a list of the names and residences of the

69-8  directors and officers, [executed by the chairman of the board,

69-9  president or vice president, and the secretary or an assistant

69-10  secretary,] signed by an officer of the corporation, must be filed in

69-11  the Office of the Secretary of State.

69-12     2.  If a corporation has no members entitled to vote upon a

69-13  resolution calling for the dissolution of the corporation, the

69-14  corporation may be dissolved and its affairs wound up voluntarily

69-15  by the board of directors if it adopts a resolution to that effect. The

69-16  resolution must also be approved by any person or superior

69-17  organization whose approval is required by a provision of the

69-18  articles authorized by NRS 82.091. A certificate setting forth that

69-19  the dissolution has been approved in compliance with this section

69-20  and a list of the officers and directors, [executed] signed as provided

69-21  in subsection 1, must be filed in the Office of the Secretary of State.

69-22     3.  Upon the dissolution of any corporation under the provisions

69-23  of this section or upon the expiration of its period of corporate

69-24  existence, the directors are the trustees of the corporation in

69-25  liquidation and in winding up the affairs of the corporation. The act

69-26  of a majority of the directors as trustees remaining in office is the

69-27  act of the directors as trustees.

69-28     Sec. 123.  NRS 82.526 is hereby amended to read as follows:

69-29     82.526  The Secretary of State may microfilm any [document]

69-30  record which is filed in his office by a corporation pursuant to this

69-31  chapter and may return the original [document] record to the

69-32  corporation.

69-33     Sec. 124.  NRS 82.528 is hereby amended to read as follows:

69-34     82.528  No [document] record which is written in a language

69-35  other than English may be filed or submitted for filing in the Office

69-36  of the Secretary of State pursuant to the provisions of this chapter

69-37  unless it is accompanied by a verified translation of that [document]

69-38  record into the English language.

69-39     Sec. 125.  NRS 82.531 is hereby amended to read as follows:

69-40     82.531  1.  The fee for filing articles of incorporation,

69-41  amendments to or restatements of articles of incorporation,

69-42  certificates pursuant to NRS 82.061 and 82.063 and [documents]

69-43  records for dissolution is $25 for each [document.] record.

70-1      2.  Except as otherwise provided in NRS 82.193 and subsection

70-2  1, the fees for filing [documents] records are those set forth in NRS

70-3  78.765 to 78.785, inclusive.

70-4      Sec. 126.  NRS 82.533 is hereby amended to read as follows:

70-5      82.533  An incorporator or officer of a corporation may

70-6  authorize the Secretary of State in writing to replace any page of a

70-7  [document] record submitted for filing on an expedited basis, before

70-8  the actual filing, and to accept the page as if it were part of the

70-9  originally signed filing. The signed authorization of the incorporator

70-10  or officer to the Secretary of State permits, but does not require, the

70-11  Secretary of State to alter the original [document] record as

70-12  requested.

70-13     Sec. 127.  NRS 82.546 is hereby amended to read as follows:

70-14     82.546  1.  Any corporation which did exist or is existing

70-15  pursuant to the laws of this state may, upon complying with the

70-16  provisions of NRS 78.150 and 82.193, procure a renewal or revival

70-17  of its charter for any period, together with all the rights, franchises,

70-18  privileges and immunities, and subject to all its existing and

70-19  preexisting debts, duties and liabilities secured or imposed by its

70-20  original charter and amendments thereto, or its existing charter, by

70-21  filing:

70-22     (a) A certificate with the Secretary of State, which must set

70-23  forth:

70-24         (1) The name of the corporation, which must be the name of

70-25  the corporation at the time of the renewal or revival, or its name at

70-26  the time its original charter expired.

70-27         (2) The name and street address of the resident agent of the

70-28  filing corporation, and his mailing address if different from his street

70-29  address.

70-30         (3) The date when the renewal or revival of the charter is to

70-31  commence or be effective, which may be, in cases of a revival,

70-32  before the date of the certificate.

70-33         (4) Whether or not the renewal or revival is to be perpetual,

70-34  and, if not perpetual, the time for which the renewal or revival is to

70-35  continue.

70-36         (5) That the corporation desiring to renew or revive its

70-37  charter is, or has been, organized and carrying on the business

70-38  authorized by its existing or original charter and amendments

70-39  thereto, and desires to renew or continue through revival its

70-40  existence pursuant to and subject to the provisions of this chapter.

70-41     (b) A list of its president, secretary and treasurer and all of its

70-42  directors and their [post office box and] mailing or street addresses,

70-43  either residence or business.

70-44     2.  A corporation whose charter has not expired and is being

70-45  renewed shall cause the certificate to be signed by its president or

71-1  vice president and secretary or assistant secretary. The certificate

71-2  must be approved by a majority of the last-appointed surviving

71-3  directors.

71-4      3.  A corporation seeking to revive its original or amended

71-5  charter shall cause the certificate to be signed by its president or

71-6  vice president and secretary or assistant secretary. The [execution]

71-7  signing and filing of the certificate must be approved unanimously

71-8  by the last-appointed surviving directors of the corporation and must

71-9  contain a recital that unanimous consent was secured. The

71-10  corporation shall pay to the Secretary of State the fee required to

71-11  establish a new corporation pursuant to the provisions of this

71-12  chapter.

71-13     4.  The filed certificate, or a copy thereof which has been

71-14  certified under the hand and seal of the Secretary of State, must be

71-15  received in all courts and places as prima facie evidence of the facts

71-16  therein stated and of the existence and incorporation of the

71-17  corporation named therein.

71-18     Sec. 128.  Chapter 84 of NRS is hereby amended by adding

71-19  thereto the provisions set forth as sections 129 and 130 of this act.

71-20     Sec. 129.  “Record” means information that is inscribed on a

71-21  tangible medium or that is stored in an electronic or other medium

71-22  and is retrievable in perceivable form.

71-23     Sec. 130.  “Sign” means to affix a signature to a record.

71-24     Sec. 131.  NRS 84.002 is hereby amended to read as follows:

71-25     84.002  As used in this chapter, unless the context otherwise

71-26  requires, the words and terms defined in NRS 84.004 and 84.006

71-27  and sections 129 and 130 of this act have the meanings ascribed to

71-28  them in those sections.

71-29     Sec. 132.  NRS 84.004 is hereby amended to read as follows:

71-30     84.004  [“Signed” means to have] “Signature” means a name,

71-31  word, symbol or mark executed or otherwise adopted [a name, word

71-32  or mark, including,] , or a record encrypted or similarly processed

71-33  in whole or in part, by a person with the present intent to identify

71-34  himself and adopt or accept a record. The term includes, without

71-35  limitation, an electronic signature as defined in NRS 719.100 . [,

71-36  with the present intention to authenticate a document.]

71-37     Sec. 133.  NRS 84.020 is hereby amended to read as follows:

71-38     84.020  An archbishop, bishop, president, trustee in trust,

71-39  president of stake, president of congregation, overseer, presiding

71-40  elder, district superintendent, other presiding officer or clergyman of

71-41  a church or religious society or denomination, who has been chosen,

71-42  elected or appointed in conformity with the constitution, canons,

71-43  rites, regulations or discipline of the church or religious society or

71-44  denomination, and in whom is vested the legal title to property held

71-45  for the purposes, use or benefit of the church or religious society or

72-1  denomination, may make and [subscribe] sign written articles of

72-2  incorporation, in duplicate, and file one copy of the articles, together

72-3  with a certificate of acceptance of appointment [executed] signed by

72-4  the resident agent of the corporation, in the Office of the Secretary

72-5  of State and retain possession of the other.

72-6      Sec. 134.  NRS 84.090 is hereby amended to read as follows:

72-7      84.090  1.  The fee for filing articles of incorporation,

72-8  amendments to or restatements of articles of incorporation,

72-9  certificates of reinstatement and [documents] records for dissolution

72-10  is $25 for each [document.] record.

72-11     2.  Except as otherwise provided in this chapter, the fees set

72-12  forth in NRS 78.785 apply to this chapter.

72-13     Sec. 135.  NRS 84.100 is hereby amended to read as follows:

72-14     84.100  No [document] record which is written in a language

72-15  other than English may be filed or submitted for filing in the Office

72-16  of the Secretary of State pursuant to the provisions of this chapter

72-17  unless it is accompanied by a verified translation of that [document]

72-18  record into the English language.

72-19     Sec. 136.  NRS 84.110 is hereby amended to read as follows:

72-20     84.110  1.  Every corporation sole must have a resident agent

72-21  in the manner provided in NRS 78.090 and 78.095, subsections 1 to

72-22  4, inclusive, of NRS 78.097 and NRS 78.110. The resident agent

72-23  shall comply with the provisions of those sections.

72-24     2.  A corporation sole that fails to file a certificate of acceptance

72-25  [executed] signed by the new resident agent within 30 days after the

72-26  death, resignation or removal of its former resident agent shall be

72-27  deemed in default and is subject to the provisions of NRS 84.130

72-28  and 84.140.

72-29     3.  No corporation sole may be required to file an annual list of

72-30  officers, directors and designation of resident agent.

72-31     Sec. 137.  NRS 84.120 is hereby amended to read as follows:

72-32     84.120  1.  A resident agent who wishes to resign shall file

72-33  with the Secretary of State a signed statement for each corporation

72-34  sole that he is unwilling to continue to act as the agent of the

72-35  corporation for the service of process. A resignation is not effective

72-36  until the signed statement is filed with the Secretary of State.

72-37     2.  The statement of resignation may contain a statement of the

72-38  affected corporation sole appointing a successor resident agent for

72-39  that corporation. A certificate of acceptance [executed] signed by

72-40  the new resident agent, stating the full name, complete street address

72-41  and, if different from the street address, mailing address of the new

72-42  resident agent, must accompany the statement appointing a

72-43  successor resident agent.

72-44     3.  Upon the filing of the statement of resignation with the

72-45  Secretary of State, the capacity of the resigning person as resident

73-1  agent terminates. If the statement of resignation contains no

73-2  statement by the corporation sole appointing a successor resident

73-3  agent, the resigning resident agent shall immediately give written

73-4  notice, by mail, to the corporation of the filing of the statement and

73-5  its effect. The notice must be addressed to the person in whom is

73-6  vested the legal title to property specified in NRS 84.020.

73-7      4.  If a resident agent dies, resigns or removes from the State,

73-8  the corporation sole, within 30 days thereafter, shall file with the

73-9  Secretary of State a certificate of acceptance [executed] signed by

73-10  the new resident agent. The certificate must set forth the full name

73-11  and complete street address of the new resident agent for the service

73-12  of process, and may have a separate mailing address, such as a post

73-13  office box, which may be different from the street address.

73-14     5.  A corporation sole that fails to file a certificate of acceptance

73-15  [executed] signed by the new resident agent within 30 days after the

73-16  death, resignation or removal of its former resident agent shall be

73-17  deemed in default and is subject to the provisions of NRS 84.130

73-18  and 84.140.

73-19     Sec. 138.  NRS 84.150 is hereby amended to read as follows:

73-20     84.150  1.  Except as otherwise provided in subsections 3 and

73-21  4, the Secretary of State shall reinstate any corporation sole which

73-22  has forfeited its right to transact business under the provisions of

73-23  this chapter and restore the right to carry on business in this state

73-24  and exercise its corporate privileges and immunities, if it:

73-25     (a) Files with the Secretary of State a certificate of acceptance of

73-26  appointment [executed] signed by the resident agent of the

73-27  corporation; and

73-28     (b) Pays to the Secretary of State:

73-29         (1) The filing fees and penalties set forth in this chapter for

73-30  each year or portion thereof during which its charter has been

73-31  revoked; and

73-32         (2) A fee of $25 for reinstatement.

73-33     2.  When the Secretary of State reinstates the corporation to its

73-34  former rights, he shall:

73-35     (a) Immediately issue and deliver to the corporation a certificate

73-36  of reinstatement authorizing it to transact business, as if the fees had

73-37  been paid when due; and

73-38     (b) Upon demand, issue to the corporation a certified copy of the

73-39  certificate of reinstatement.

73-40     3.  The Secretary of State shall not order a reinstatement unless

73-41  all delinquent fees and penalties have been paid, and the revocation

73-42  of its charter occurred only by reason of its failure to pay the fees

73-43  and penalties.

74-1      4.  If a corporate charter has been revoked pursuant to the

74-2  provisions of this chapter and has remained revoked for 10

74-3  consecutive years, the charter must not be reinstated.

74-4      Sec. 139.  Chapter 86 of NRS is hereby amended by adding

74-5  thereto the provisions set forth as sections 140, 141 and 142 of this

74-6  act.

74-7      Sec. 140.  “Record” means information that is inscribed on a

74-8  tangible medium or that is stored in an electronic or other medium

74-9  and is retrievable in perceivable form.

74-10     Sec. 141.  1.  For the purposes of this section, NRS 86.543 to

74-11  86.549, inclusive, and section 142 of this act, the following

74-12  activities do not constitute transacting business in this state:

74-13     (a) Maintaining, defending or settling any proceeding;

74-14     (b) Holding meetings of the managers or members or carrying

74-15  on other activities concerning internal company affairs;

74-16     (c) Maintaining accounts in banks or credit unions;

74-17     (d) Maintaining offices or agencies for the transfer, exchange

74-18  and registration of the company’s own securities or maintaining

74-19  trustees or depositaries with respect to those securities;

74-20     (e) Making sales through independent contractors;

74-21     (f) Soliciting or receiving orders outside this state through or

74-22  in response to letters, circulars, catalogs or other forms of

74-23  advertising, accepting those orders outside this state and filling

74-24  them by shipping goods into this state;

74-25     (g) Creating or acquiring indebtedness, mortgages and

74-26  security interests in real or personal property;

74-27     (h) Securing or collecting debts or enforcing mortgages and

74-28  security interests in property securing the debts;

74-29     (i) Owning, without more, real or personal property;

74-30     (j) Isolated transactions completed within 30 days and not a

74-31  part of a series of similar transactions;

74-32     (k) The production of motion pictures as defined in

74-33  NRS 231.020;

74-34     (l) Transacting business as an out-of-state depository

74-35  institution pursuant to the provisions of title 55 of NRS; and

74-36     (m) Transacting business in interstate commerce.

74-37     2.  The list of activities in subsection 1 is not exhaustive.

74-38     3.  A person who is not doing business in this state within the

74-39  meaning of this section need not qualify or comply with any

74-40  provision of this chapter, title 55 or 56 of NRS or chapter 645A,

74-41  645B or 645E of NRS unless he:

74-42     (a) Maintains an office in this state for the transaction of

74-43  business; or

74-44     (b) Solicits or accepts deposits in the State, except pursuant to

74-45  the provisions of chapter 666 or 666A of NRS.

75-1      4.  As used in this section, “deposits” means demand deposits,

75-2  savings deposits and time deposits, as those terms are defined in

75-3  chapter 657 of NRS.

75-4      Sec. 142.  1.  For the purposes of section 141 of this act, a

75-5  solicitation of a deposit is made in this state, whether or not either

75-6  party is present in this state, if the solicitation:

75-7      (a) Originates in this state; or

75-8      (b) Is directed by the solicitor to a destination in this state and

75-9  received where it is directed, or at a post office in this state if the

75-10  solicitation is mailed.

75-11     2.  A solicitation of a deposit is accepted in this state if

75-12  acceptance:

75-13     (a) Is communicated to the solicitor in this state; and

75-14     (b) Has not previously been communicated to the solicitor,

75-15  orally or in writing, outside this state.

75-16  Acceptance is communicated to the solicitor in this state, whether

75-17  or not either party is present in this state, if the depositor directs it

75-18  to the solicitor reasonably believing the solicitor to be in this state

75-19  and it is received where it is directed, or at any post office in this

75-20  state if the acceptance is mailed.

75-21     3.  A solicitation made in a newspaper or other publication of

75-22  general, regular and paid circulation is not made in this state if

75-23  the publication:

75-24     (a) Is not published in this state; or

75-25     (b) Is published in this state but has had more than two-thirds

75-26  of its circulation outside this state during the 12 months preceding

75-27  the solicitation.

75-28  If a publication is published in editions, each edition is a separate

75-29  publication except for material common to all editions.

75-30     4.  A solicitation made in a radio or television program or

75-31  other electronic communication received in this state which

75-32  originates outside this state is not made in this state. A radio or

75-33  television program or other electronic communication shall be

75-34  deemed to have originated in this state if the broadcast studio or

75-35  origin of the source of transmission is located within the State,

75-36  unless:

75-37     (a) The program or communication is syndicated and

75-38  distributed from outside this state for redistribution to the general

75-39  public in this state;

75-40     (b) The program is supplied by a radio, television or other

75-41  electronic network whose electronic signal originates outside this

75-42  state for redistribution to the general public in this state;

75-43     (c) The program or communication is an electronic signal that

75-44  originates outside this state and is captured for redistribution to

76-1  the general public in this state by a community antenna or cable,

76-2  radio, cable television or other electronic system; or

76-3      (d) The program or communication consists of an electronic

76-4  signal which originates within this state, but which is not intended

76-5  for redistribution to the general public in this state.

76-6      Sec. 143.  NRS 86.011 is hereby amended to read as follows:

76-7      86.011  As used in this chapter, unless the context otherwise

76-8  requires, the words and terms defined in NRS 86.022 to 86.128,

76-9  inclusive, and section 140 of this act have the meanings ascribed to

76-10  them in those sections.

76-11     Sec. 144.  NRS 86.126 is hereby amended to read as follows:

76-12     86.126  “Sign” means to affix a signature to a [document.]

76-13  record.

76-14     Sec. 145.  NRS 86.127 is hereby amended to read as follows:

76-15     86.127  “Signature” means a name, word , symbol or mark

76-16  executed or otherwise adopted , or a record encrypted or similarly

76-17  processed in whole or in part, by a person with the present

76-18  [intention to authenticate a document.] intent to identify himself

76-19  and adopt or accept a record. The term includes, without limitation,

76-20  an electronic signature as defined in NRS 719.100.

76-21     Sec. 146.  NRS 86.151 is hereby amended to read as follows:

76-22     86.151  1.  One or more persons may form a limited-liability

76-23  company by:

76-24     (a) [Executing] Signing and filing with the Secretary of State

76-25  articles of organization for the company; and

76-26     (b) Filing with the Secretary of State a certificate of acceptance

76-27  of appointment, [executed] signed by the resident agent of the

76-28  company.

76-29     2.  Upon the filing of the articles of organization and the

76-30  certificate of acceptance with the Secretary of State, and the

76-31  payment to him of the required filing fees, the Secretary of State

76-32  shall issue to the company a certificate that the articles, containing

76-33  the required statement of facts, have been filed.

76-34     3.  A signer of the articles of organization or a manager

76-35  designated in the articles does not thereby become a member of the

76-36  company. At all times after commencement of business by the

76-37  company, the company must have one or more members. The filing

76-38  of the articles does not, by itself, constitute commencement of

76-39  business by the company.

76-40     Sec. 147.  NRS 86.161 is hereby amended to read as follows:

76-41     86.161  1.  The articles of organization must set forth:

76-42     (a) The name of the limited-liability company;

76-43     (b) The name and complete street address of its resident agent,

76-44  and the mailing address of the resident agent if different from the

76-45  street address;

77-1      (c) The name and [post office] mailing or street address, either

77-2  residence or business, of each of the organizers [executing] signing

77-3  the articles; and

77-4      (d) If the company is to be managed by:

77-5          (1) One or more managers, the name and [post office]

77-6  mailing or street address, either residence or business, of each

77-7  initial manager; or

77-8          (2) The members, the name and [post office] mailing or

77-9  street address, either residence or business, of each initial member.

77-10     2.  The articles may set forth any other provision, not

77-11  inconsistent with law, which the members elect to set out in the

77-12  articles of organization for the regulation of the internal affairs of

77-13  the company, including any provisions which under this chapter are

77-14  required or permitted to be set out in the operating agreement of the

77-15  company.

77-16     3.  It is not necessary to set out in the articles of organization:

77-17     (a) The rights[, if any,] of the members to contract debts on

77-18  behalf of the limited-liability company[; or

77-19     (b)] if the limited-liability company is managed by its

77-20  members;

77-21     (b) The rights of the manager or managers to contract debts

77-22  on behalf of the limited-liability company if the limited-liability

77-23  company is managed by a manager or managers; or

77-24     (c) Any of the powers enumerated in this chapter.

77-25     Sec. 148.  NRS 86.171 is hereby amended to read as follows:

77-26     86.171  1.  The name of a limited-liability company formed

77-27  under the provisions of this chapter must contain the words

77-28  “Limited-Liability Company,” “Limited Liability Company,”

77-29  “Limited Company,” or “Limited” or the abbreviations “Ltd.,”

77-30  “L.L.C.,” “L.C.,” “LLC” or “LC.” The word “Company” may be

77-31  abbreviated as “Co.”

77-32     2.  The name proposed for a limited-liability company must be

77-33  distinguishable on the records of the Secretary of State from the

77-34  names of all other artificial persons formed, organized, registered or

77-35  qualified pursuant to the provisions of this title that are on file in the

77-36  Office of the Secretary of State and all names that are reserved in

77-37  the Office of the Secretary of State pursuant to the provisions of this

77-38  title. If a proposed name is not so distinguishable, the Secretary of

77-39  State shall return the articles of organization to the organizer, unless

77-40  the [written, acknowledged] signed consent of the holder of the

77-41  name on file or reserved name to use the same name or the

77-42  requested similar name accompanies the articles of organization.

77-43     3.  For the purposes of this section and NRS 86.176, a proposed

77-44  name is not distinguishable from a name on file or reserved name

77-45  solely because one or the other contains distinctive lettering, a

78-1  distinctive mark, a trademark or a trade name, or any combination of

78-2  these.

78-3      4.  The name of a limited-liability company whose charter has

78-4  been revoked, which has merged and is not the surviving entity or

78-5  whose existence has otherwise terminated is available for use by any

78-6  other artificial person.

78-7      5.  The Secretary of State shall not accept for filing any articles

78-8  of organization for any limited-liability company if the name of the

78-9  limited-liability company contains the words “accountant,”

78-10  “accounting,” “accountancy,” “auditor” or “auditing” unless the

78-11  Nevada State Board of Accountancy certifies that the limited-

78-12  liability company:

78-13     (a) Is registered pursuant to the provisions of chapter 628 of

78-14  NRS; or

78-15     (b) Has filed with the State Board of Accountancy under penalty

78-16  of perjury a written statement that the limited-liability company is

78-17  not engaged in the practice of accounting and is not offering to

78-18  practice accounting in this state.

78-19     6.  The Secretary of State may adopt regulations that interpret

78-20  the requirements of this section.

78-21     Sec. 149.  NRS 86.176 is hereby amended to read as follows:

78-22     86.176  1.  The Secretary of State, when requested so to do,

78-23  shall reserve, for a period of 90 days, the right to use any name

78-24  available under NRS 86.171, for the use of any proposed limited-

78-25  liability company. During the period, a name so reserved is not

78-26  available for use or reservation by any other artificial person

78-27  forming, organizing, registering or qualifying in the Office of the

78-28  Secretary of State pursuant to the provisions of this title without the

78-29  [written, acknowledged] signed consent of the person at whose

78-30  request the reservation was made.

78-31     2.  The use by any other artificial person of a name in violation

78-32  of subsection 1 or NRS 86.171 may be enjoined, even if the

78-33  [document] record under which the artificial person is formed,

78-34  organized, registered or qualified has been filed by the Secretary of

78-35  State.

78-36     Sec. 150.  NRS 86.221 is hereby amended to read as follows:

78-37     86.221  1.  The articles of organization of a limited-liability

78-38  company may be amended for any purpose, not inconsistent with

78-39  law, as determined by all of the members or permitted by the articles

78-40  or an operating agreement.

78-41     2.  An amendment must be made in the form of a certificate

78-42  setting forth:

78-43     (a) The name of the limited-liability company;

78-44     (b) Whether the limited-liability company is managed by one or

78-45  more managers or members; and

79-1      (c) The amendment to the articles of organization.

79-2      3.  The certificate of amendment must be signed by a manager

79-3  of the company or, if management is not vested in a manager, by a

79-4  member.

79-5      4.  Restated articles of organization may be [executed] signed

79-6  and filed in the same manner as a certificate of amendment. If the

79-7  certificate alters or amends the articles in any manner, it must be

79-8  accompanied by:

79-9      (a) A resolution; or

79-10     (b) A form prescribed by the Secretary of State,

79-11  setting forth which provisions of the articles of organization on file

79-12  with the Secretary of State are being altered or amended.

79-13     Sec. 151.  NRS 86.226 is hereby amended to read as follows:

79-14     86.226  1.  A signed certificate of amendment, or a certified

79-15  copy of a judicial decree of amendment, must be filed with the

79-16  Secretary of State. A person who [executes] signs a certificate as an

79-17  agent, officer or fiduciary of the limited-liability company need not

79-18  exhibit evidence of his authority as a prerequisite to filing. Unless

79-19  the Secretary of State finds that a certificate does not conform to

79-20  law, upon his receipt of all required filing fees he shall file the

79-21  certificate.

79-22     2.  A certificate of amendment or judicial decree of amendment

79-23  is effective upon filing with the Secretary of State or upon a later

79-24  date specified in the certificate or judicial decree, which must not be

79-25  more than 90 days after the certificate or judicial decree is filed.

79-26     3.  If a certificate specifies an effective date and if the

79-27  resolution of the members approving the proposed amendment

79-28  provides that one or more managers or, if management is not vested

79-29  in a manager, one or more members may abandon the proposed

79-30  amendment, then those managers or members may terminate the

79-31  effectiveness of the certificate by filing a certificate of termination

79-32  with the Secretary of State that:

79-33     (a) Is filed before the effective date specified in the certificate or

79-34  judicial decree filed pursuant to subsection 1;

79-35     (b) Identifies the certificate being terminated;

79-36     (c) States that, pursuant to the resolution of the members, the

79-37  manager of the company or, if management is not vested in a

79-38  manager, a designated member is authorized to terminate the

79-39  effectiveness of the certificate;

79-40     (d) States that the effectiveness of the certificate has been

79-41  terminated;

79-42     (e) Is signed by a manager of the company or, if management is

79-43  not vested in a manager, a designated member; and

79-44     (f) Is accompanied by a filing fee of $150.

 

80-1      Sec. 152.  NRS 86.241 is hereby amended to read as follows:

80-2      86.241  1.  Each limited-liability company shall continuously

80-3  maintain in this state an office, which may but need not be a place of

80-4  its business in this state, at which it shall keep, unless otherwise

80-5  provided by an operating agreement:

80-6      (a) A current list of the full name and last known business

80-7  address of each member and manager, separately identifying the

80-8  members in alphabetical order and the managers, if any, in

80-9  alphabetical order;

80-10     (b) A copy of the filed articles of organization and all

80-11  amendments thereto, together with [executed] signed copies of any

80-12  powers of attorney pursuant to which any [document] record has

80-13  been [executed;] signed; and

80-14     (c) Copies of any then effective operating agreement of the

80-15  company.

80-16     2.  Records kept pursuant to this section are subject to

80-17  inspection and copying at the reasonable request, and at the expense,

80-18  of any member during ordinary business hours, unless otherwise

80-19  provided in an operating agreement.

80-20     Sec. 153.  NRS 86.251 is hereby amended to read as follows:

80-21     86.251  1.  A resident agent who desires to resign shall file

80-22  with the Secretary of State a signed statement for each limited-

80-23  liability company that he is unwilling to continue to act as the agent

80-24  of the limited-liability company for the service of process. A

80-25  resignation is not effective until the signed statement is filed with

80-26  the Secretary of State.

80-27     2.  The statement of resignation may contain a statement of the

80-28  affected limited-liability company appointing a successor resident

80-29  agent for that limited-liability company, giving the agent’s full

80-30  name, street address for the service of process, and mailing address

80-31  if different from the street address. A certificate of acceptance

80-32  [executed] signed by the new resident agent must accompany the

80-33  statement appointing a successor resident agent.

80-34     3.  Upon the filing of the statement of resignation with the

80-35  Secretary of State , the capacity of the resigning person as resident

80-36  agent terminates. If the statement of resignation contains no

80-37  statement by the limited-liability company appointing a successor

80-38  resident agent, the resigning agent shall immediately give written

80-39  notice, by mail, to the limited-liability company of the filing of the

80-40  statement and its effect. The notice must be addressed to any

80-41  manager or, if none, to any member[,] of the limited-liability

80-42  company other than the resident agent.

80-43     4.  If a resident agent dies, resigns or moves from the State, the

80-44  limited-liability company, within 30 days thereafter, shall file with

80-45  the Secretary of State a certificate of acceptance [executed] signed

81-1  by the new resident agent. The certificate must set forth the name,

81-2  complete street address and mailing address, if different from the

81-3  street address, of the new resident agent.

81-4      5.  Each limited-liability company which fails to file a

81-5  certificate of acceptance [executed] signed by the new resident

81-6  agent within 30 days after the death, resignation or removal of its

81-7  resident agent as provided in subsection 4[,] shall be deemed in

81-8  default and is subject to the provisions of NRS 86.272 and 86.274.

81-9      Sec. 154.  NRS 86.269 is hereby amended to read as follows:

81-10     86.269  1.  Every list required to be filed under the provisions

81-11  of NRS 86.263 must, after the name of each manager and member

81-12  listed thereon, set forth the [post office box] mailing or street

81-13  address, either residence or business, of each manager or member.

81-14     2.  If the addresses are not stated for each person on any list

81-15  offered for filing, the Secretary of State may refuse to file the list,

81-16  and the limited-liability company for which the list has been offered

81-17  for filing is subject to the provisions of NRS 86.272 and 86.274

81-18  relating to failure to file the list within or at the times therein

81-19  specified, unless a list is subsequently submitted for filing which

81-20  conforms to the provisions of this section.

81-21     Sec. 155.  NRS 86.301 is hereby amended to read as follows:

81-22     86.301  Except as otherwise provided in this chapter, its articles

81-23  of organization or its operating agreement, no debt may be

81-24  contracted or liability incurred by or on behalf of a limited-liability

81-25  company, except by [one or more of its managers if management of

81-26  the limited-liability company has been vested by the members in a

81-27  manager or managers or, if management of the limited-liability

81-28  company is retained by the members, then by any member.] :

81-29     1.  One or more managers of a company which is managed by

81-30  a manager or managers;

81-31     2.  Any member of a company which is managed by its

81-32  members;

81-33     3.  Any agent, officer, employee or other representative of the

81-34  company authorized in the operating agreement or in another

81-35  writing by a manager or managers, if the company is managed by

81-36  a manager or managers; or

81-37     4.  Any agent, officer, employee or other representative of the

81-38  company authorized in the operating agreement or in another

81-39  writing by a member, if the company is managed by its members.

81-40     Sec. 156.  NRS 86.311 is hereby amended to read as follows:

81-41     86.311  Real and personal property owned or purchased by a

81-42  [limited-liability] company must be held and owned, and

81-43  conveyance made, in the name of the company. Except as otherwise

81-44  provided in the company’s articles of organization[,] or operating

81-45  agreement, instruments and [documents] records providing for the

82-1  acquisition, mortgage or disposition of property of the company are

82-2  valid and binding upon the company if [executed by one or more

82-3  managers of a company which has a manager or managers or as

82-4  provided by the articles of organization of a company in which

82-5  management has been retained by the members.] signed by:

82-6      1.  One or more managers of a company which is managed by

82-7  a manager or managers;

82-8      2.  Any member of a company which is managed by its

82-9  members;

82-10     3.  Any agent, officer, employee or other representative of the

82-11  company authorized in the operating agreement or in another

82-12  writing by a manager or managers, if the company is managed by

82-13  a manager or managers; or

82-14     4.  Any agent, officer, employee or other representative of the

82-15  company authorized in the operating agreement or in another

82-16  writing by a member, if the company is managed by its members.

82-17     Sec. 157.  NRS 86.483 is hereby amended to read as follows:

82-18     86.483  A [member who owns a member’s interest in a limited-

82-19  liability company or a noneconomic] member, when permitted by

82-20  the terms of the articles of organization or operating agreement, may

82-21  bring an action in the right of a limited-liability company to recover

82-22  a judgment in its favor if managers or members with authority to do

82-23  so have refused to bring the action or if an effort to cause those

82-24  managers or members to bring the action is not likely to succeed.

82-25     Sec. 158.  NRS 86.485 is hereby amended to read as follows:

82-26     86.485  In a derivative action, the plaintiff must be a member

82-27  [who owns a member’s interest or a noneconomic member at the

82-28  time of bringing the action and] at the time of the transaction of

82-29  which he complains.

82-30     Sec. 159.  NRS 86.544 is hereby amended to read as follows:

82-31     86.544  Before transacting business in this state, a foreign

82-32  limited-liability company must register with the Secretary of State.

82-33  In order to register, a foreign limited-liability company must submit

82-34  to the Secretary of State an application for registration as a foreign

82-35  limited-liability company, signed by a manager of the company or,

82-36  if management is not vested in a manager, a member of the

82-37  company and a signed certificate of acceptance of a resident agent.

82-38  The application for registration must set forth:

82-39     1.  The name of the foreign limited-liability company and, if

82-40  different, the name under which it proposes to register and transact

82-41  business in this state;

82-42     2.  The state and date of its formation;

82-43     3.  The name and address of the resident agent in this state

82-44  whom the foreign limited-liability company elects to appoint;

83-1      4.  A statement that the Secretary of State is appointed the agent

83-2  of the foreign limited-liability company for service of process if the

83-3  authority of the resident agent has been revoked, or if the resident

83-4  agent has resigned or cannot be found or served with the exercise of

83-5  reasonable diligence;

83-6      5.  The address of the office required to be maintained in the

83-7  state of its organization by the laws of that state or, if not so

83-8  required, of the principal office of the foreign limited-liability

83-9  company;

83-10     6.  The name and business address of each manager or, if

83-11  management is not vested in a manager, each member; and

83-12     7.  The address of the office at which is kept a list of the names

83-13  and addresses of the members and their capital contributions,

83-14  together with an undertaking by the foreign limited-liability

83-15  company to keep those records until the registration in this state of

83-16  the foreign limited-liability company is cancelled or withdrawn.

83-17     Sec. 160.  NRS 86.549 is hereby amended to read as follows:

83-18     86.549  The Attorney General may bring an action to restrain a

83-19  foreign limited-liability company from transacting business in this

83-20  state in violation of NRS 86.543 to 86.549, inclusive[.] , and

83-21  sections 141 and 142 of this act.

83-22     Sec. 161.  NRS 86.561 is hereby amended to read as follows:

83-23     86.561  1.  The Secretary of State shall charge and collect for:

83-24     (a) Filing the original articles of organization, or for registration

83-25  of a foreign company, $175;

83-26     (b) Amending or restating the articles of organization, amending

83-27  the registration of a foreign company or filing a certificate of

83-28  correction, $150;

83-29     (c) Filing the articles of dissolution of a domestic or foreign

83-30  company, $60;

83-31     (d) Filing a statement of change of address of a records or

83-32  registered office, or change of the resident agent, $30;

83-33     (e) Certifying articles of organization or an amendment to the

83-34  articles, in both cases where a copy is provided, $20;

83-35     (f) Certifying an authorized printed copy of this chapter, $20;

83-36     (g) Reserving a name for a limited-liability company, $20;

83-37     (h) Filing a certificate of cancellation, $60;

83-38     (i) [Executing,] Signing, filing or certifying any other

83-39  [document,] record, $40; and

83-40     (j) Copies made at the Office of the Secretary of State, $1 per

83-41  page.

83-42     2.  The Secretary of State shall charge and collect at the time of

83-43  any service of process on him as agent for service of process of a

83-44  limited-liability company, $10 which may be recovered as taxable

84-1  costs by the party to the action causing the service to be made if the

84-2  party prevails in the action.

84-3      3.  Except as otherwise provided in this section, the fees set

84-4  forth in NRS 78.785 apply to this chapter.

84-5      Sec. 162.  NRS 86.563 is hereby amended to read as follows:

84-6      86.563  Before the issuance of members’ interests an organizer,

84-7  and after the issuance of members’ interests, a manager, of a

84-8  limited-liability company may authorize the Secretary of State in

84-9  writing to replace any page of a [document] record submitted for

84-10  filing on an expedited basis, before the actual filing, and to accept

84-11  the page as if it were part of the [originally signed filing.] original

84-12  record. The signed authorization of the organizer or manager to the

84-13  Secretary of State permits, but does not require, the Secretary of

84-14  State to alter the original [document] record as requested.

84-15     Sec. 163.  NRS 86.566 is hereby amended to read as follows:

84-16     86.566  No [document] record which is written in a language

84-17  other than English may be filed or submitted for filing in the Office

84-18  of the Secretary of State pursuant to the provisions of this chapter

84-19  unless it is accompanied by a verified translation of that [document]

84-20  record into the English language.

84-21     Sec. 164.  NRS 86.568 is hereby amended to read as follows:

84-22     86.568  1.  A limited-liability company may correct a

84-23  [document filed by] record filed in the Office of the Secretary of

84-24  State with respect to the limited-liability company if the [document]

84-25  record contains an inaccurate [record] decription of a company

84-26  action [described in the document] or was defectively [executed,]

84-27  signed, attested, sealed, verified or acknowledged.

84-28     2.  To correct a [document,] record, the limited-liability

84-29  company must:

84-30     (a) Prepare a certificate of correction that:

84-31         (1) States the name of the limited-liability company;

84-32         (2) Describes the [document,] record, including, without

84-33  limitation, its filing date;

84-34         (3) Specifies the inaccuracy or defect;

84-35         (4) Sets forth the inaccurate or defective portion of the

84-36  [document] record in an accurate or corrected form; and

84-37         (5) Is signed by a manager of the company, or if

84-38  management is not vested in a manager, by a member of the

84-39  company.

84-40     (b) Deliver the certificate to the Secretary of State for filing.

84-41     (c) Pay a filing fee of $150 to the Secretary of State.

84-42     3.  A certificate of correction is effective on the effective date

84-43  of the [document] record it corrects except as to persons relying on

84-44  the uncorrected [document] record and adversely affected by the

85-1  correction. As to those persons, the certificate is effective when

85-2  filed.

85-3      Sec. 165.  NRS 86.580 is hereby amended to read as follows:

85-4      86.580  1.  A limited-liability company which did exist or is

85-5  existing pursuant to the laws of this state may, upon complying with

85-6  the provisions of NRS 86.276, procure a renewal or revival of its

85-7  charter for any period, together with all the rights, franchises,

85-8  privileges and immunities, and subject to all its existing and

85-9  preexisting debts, duties and liabilities secured or imposed by its

85-10  original charter and amendments thereto, or existing charter, by

85-11  filing:

85-12     (a) A certificate with the Secretary of State, which must set

85-13  forth:

85-14         (1) The name of the limited-liability company, which must

85-15  be the name of the limited-liability company at the time of the

85-16  renewal or revival, or its name at the time its original charter

85-17  expired.

85-18         (2) The name of the person designated as the resident agent

85-19  of the limited-liability company, his street address for the service of

85-20  process, and his mailing address if different from his street address.

85-21         (3) The date when the renewal or revival of the charter is to

85-22  commence or be effective, which may be, in cases of a revival,

85-23  before the date of the certificate.

85-24         (4) Whether or not the renewal or revival is to be perpetual,

85-25  and, if not perpetual, the time for which the renewal or revival is to

85-26  continue.

85-27         (5) That the limited-liability company desiring to renew or

85-28  revive its charter is, or has been, organized and carrying on the

85-29  business authorized by its existing or original charter and

85-30  amendments thereto, and desires to renew or continue through

85-31  revival its existence pursuant to and subject to the provisions of this

85-32  chapter.

85-33     (b) A list of its managers, or if there are no managers, all its

85-34  managing members and their [post office box] mailing or street

85-35  addresses, either residence or business.

85-36     2.  A limited-liability company whose charter has not expired

85-37  and is being renewed shall cause the certificate to be signed by its

85-38  manager, or if there is no manager, by a person designated by its

85-39  members. The certificate must be approved by a majority in interest.

85-40     3.  A limited-liability company seeking to revive its original or

85-41  amended charter shall cause the certificate to be signed by a person

85-42  or persons designated or appointed by the members. The [execution]

85-43  signing and filing of the certificate must be approved by the written

85-44  consent of a majority in interest and must contain a recital that this

85-45  consent was secured. The limited-liability company shall pay to the

86-1  Secretary of State the fee required to establish a new limited-

86-2  liability company pursuant to the provisions of this chapter.

86-3      4.  The filed certificate, or a copy thereof which has been

86-4  certified under the hand and seal of the Secretary of State, must be

86-5  received in all courts and places as prima facie evidence of the facts

86-6  therein stated and of the existence of the limited-liability company

86-7  therein named.

86-8      Sec. 166.  NRS 87.020 is hereby amended to read as follows:

86-9      87.020  As used in this chapter, unless the context otherwise

86-10  requires:

86-11     1.  “Bankrupt” includes bankrupt under the Federal Bankruptcy

86-12  Act or insolvent under any state insolvent act.

86-13     2.  “Business” includes every trade, occupation or profession.

86-14     3.  “Conveyance” includes every assignment, lease, mortgage

86-15  or encumbrance.

86-16     4.  “Court” includes every court and judge having jurisdiction

86-17  in the case.

86-18     5.  “Professional service” means any type of personal service

86-19  which may legally be performed only pursuant to a license or

86-20  certificate of registration.

86-21     6.  “Real property” includes land and any interest or estate in

86-22  land.

86-23     7.  “Record” means information that is inscribed on a

86-24  tangible medium or that is stored in an electronic or other medium

86-25  and is retrievable in perceivable form.

86-26     8.  “Registered limited-liability partnership” means a

86-27  partnership formed pursuant to an agreement governed by this

86-28  chapter for the purpose of rendering a professional service and

86-29  registered pursuant to and complying with NRS 87.440 to 87.560,

86-30  inclusive.

86-31     [8.] 9.  “Sign” means to affix a signature to a record.

86-32     10.  “Signature” means a name, word , symbol or mark

86-33  executed or otherwise adopted , or a record encrypted or similarly

86-34  processed in whole or in part, by a person with the present

86-35  [intention to authenticate a document.] intent to identify himself

86-36  and adopt or accept a record. The term includes, without limitation,

86-37  an electronic signature as defined in NRS 719.100.

86-38     [9.  “Signed” means to have affixed a signature to a document.

86-39     10.] 11.  “Street address” of a resident agent means the actual

86-40  physical location in this state at which a resident agent is available

86-41  for service of process.

86-42     Sec. 167.  NRS 87.100 is hereby amended to read as follows:

86-43     87.100  1.  Where title to real property is in the partnership

86-44  name, any partner may convey title to such property by a

86-45  conveyance [executed] signed in the partnership name , [;] but the

87-1  partnership may recover such property unless the partner’s act binds

87-2  the partnership under the provisions of subsection 1 of NRS 87.090

87-3  or unless such property has been conveyed by the grantee or a

87-4  person claiming through such grantee to a holder for value without

87-5  knowledge that the partner, in making the conveyance, has exceeded

87-6  his authority.

87-7      2.  Where title to real property is in the name of the partnership,

87-8  a conveyance [executed] signed by a partner, in his own name,

87-9  passes the equitable interest of the partnership, provided the act is

87-10  one within the authority of the partner under the provisions of

87-11  subsection 1 of NRS 87.090.

87-12     3.  Where title to real property is in the name of one or more but

87-13  not all the partners, and the record does not disclose the right of the

87-14  partnership, the partners in whose name the title stands may convey

87-15  title to such property, but the partnership may recover such property

87-16  if the partners’ act does not bind the partnership under the

87-17  provisions of subsection 1 of NRS 87.090, unless the purchaser, or

87-18  his assignee, is a holder for value without knowledge.

87-19     4.  Where the title to real property is in the name of one or more

87-20  or all the partners, or in a third person in trust for the partnership, a

87-21  conveyance [executed] signed by a partner in the partnership name,

87-22  or in his own name, passes the equitable interest of the partnership,

87-23  provided the act is one within the authority of the partner under the

87-24  provisions of subsection 1 of NRS 87.090.

87-25     5.  Where the title to real property is in the names of all the

87-26  partners a conveyance [executed] signed by all the partners passes

87-27  all their rights in such property.

87-28     Sec. 168.  NRS 87.440 is hereby amended to read as follows:

87-29     87.440  1.  To become a registered limited-liability

87-30  partnership, a partnership shall file with the Secretary of State a

87-31  certificate of registration stating each of the following:

87-32     (a) The name of the partnership.

87-33     (b) The street address of its principal office.

87-34     (c) The name of the person designated as the partnership’s

87-35  resident agent, the street address of the resident agent where process

87-36  may be served upon the partnership and the mailing address of the

87-37  resident agent if it is different than his street address.

87-38     (d) The name and business address of each managing partner in

87-39  this state.

87-40     (e) A brief statement of the professional service rendered by the

87-41  partnership.

87-42     (f) That the partnership thereafter will be a registered limited-

87-43  liability partnership.

87-44     (g) Any other information that the partnership wishes to include.

88-1      2.  The certificate of registration must be [executed] signed by a

88-2  majority in interest of the partners or by one or more partners

88-3  authorized to [execute] sign such a certificate.

88-4      3.  The certificate of registration must be accompanied by a fee

88-5  of $175.

88-6      4.  The Secretary of State shall register as a registered limited-

88-7  liability partnership any partnership that submits a completed

88-8  certificate of registration with the required fee.

88-9      5.  The registration of a registered limited-liability partnership

88-10  is effective at the time of the filing of the certificate of registration.

88-11     Sec. 169.  NRS 87.470 is hereby amended to read as follows:

88-12     87.470  The registration of a registered limited-liability

88-13  partnership is effective until:

88-14     1.  Its certificate of registration is revoked pursuant to NRS

88-15  87.520; or

88-16     2.  The registered limited-liability partnership files with the

88-17  Secretary of State a [written] notice of withdrawal [executed] signed

88-18  by a managing partner. The notice must be accompanied by a fee of

88-19  $60.

88-20     Sec. 170.  NRS 87.500 is hereby amended to read as follows:

88-21     87.500  1.  A resident agent of a registered limited-liability

88-22  partnership who wishes to resign shall file with the Secretary of

88-23  State a signed statement that he is unwilling to continue to act as the

88-24  resident agent of the registered limited-liability partnership for

88-25  service of process. A resignation is not effective until the signed

88-26  statement is filed with the Secretary of State.

88-27     2.  The statement of resignation may contain a statement by the

88-28  affected registered limited-liability partnership appointing a

88-29  successor resident agent. A certificate of acceptance signed by the

88-30  new agent, stating the full name, complete street address and, if

88-31  different from the street address, the mailing address of the new

88-32  agent, must accompany the statement appointing the new resident

88-33  agent.

88-34     3.  Upon the filing of the statement with the Secretary of State,

88-35  the capacity of the person as resident agent terminates. If the

88-36  statement of resignation contains no statement by the registered

88-37  limited-liability partnership appointing a successor resident agent,

88-38  the resigning agent shall immediately give written notice, by

88-39  certified mail, to the registered limited-liability partnership of the

88-40  filing of the statement and its effect. The notice must be addressed

88-41  to a managing partner in this state.

88-42     4.  If a resident agent dies, resigns or removes himself from the

88-43  State, the registered limited-liability partnership shall, within 30

88-44  days thereafter, file with the Secretary of State a certificate of

88-45  acceptance, [executed] signed by the new resident agent. The

89-1  certificate must set forth the full name, complete street address and,

89-2  if different from the street address, the mailing address of the newly

89-3  designated resident agent. If a registered limited-liability partnership

89-4  fails to file a certificate of acceptance within the period required by

89-5  this subsection, it is in default and is subject to the provisions of

89-6  NRS 87.520.

89-7      Sec. 171.  NRS 87.545 is hereby amended to read as follows:

89-8      87.545  A managing partner of a registered limited-liability

89-9  partnership may authorize the Secretary of State in writing to

89-10  replace any page of a [document] record submitted for filing on an

89-11  expedited basis, before the actual filing, and to accept the page as if

89-12  it were part of the [originally signed filing.] original record. The

89-13  signed authorization of the managing partner to the Secretary of

89-14  State permits, but does not require, the Secretary of State to alter the

89-15  original [document] record as requested.

89-16     Sec. 172.  NRS 87.547 is hereby amended to read as follows:

89-17     87.547  1.  A limited-liability partnership may correct a

89-18  [document filed by] record filed in the Office of the Secretary of

89-19  State with respect to the limited-liability partnership if the

89-20  [document] record contains an inaccurate [record] description of a

89-21  partnership action [described in the document] or if the record was

89-22  defectively [executed,] signed, attested, sealed, verified or

89-23  acknowledged.

89-24     2.  To correct a [document,] record, the limited-liability

89-25  partnership must:

89-26     (a) Prepare a certificate of correction that:

89-27         (1) States the name of the limited-liability partnership;

89-28         (2) Describes the [document,] record, including, without

89-29  limitation, its filing date;

89-30         (3) Specifies the inaccuracy or defect;

89-31         (4) Sets forth the inaccurate or defective portion of the

89-32  [document] record in an accurate or corrected form; and

89-33         (5) Is signed by a managing partner of the limited-liability

89-34  partnership.

89-35     (b) Deliver the certificate to the Secretary of State for filing.

89-36     (c) Pay a filing fee of $150 to the Secretary of State.

89-37     3.  A certificate of correction is effective on the effective date

89-38  of the [document] record it corrects except as to persons relying on

89-39  the uncorrected [document] record and adversely affected by the

89-40  correction. As to those persons, the certificate is effective when

89-41  filed.

89-42     Sec. 173.  NRS 87.550 is hereby amended to read as follows:

89-43     87.550  In addition to any other fees required by NRS 87.440 to

89-44  87.540, inclusive, and 87.560, the Secretary of State shall charge

90-1  and collect the following fees for services rendered pursuant to

90-2  those sections:

90-3      1.  For certifying [documents] records required by NRS 87.440

90-4  to 87.540, inclusive, and 87.560, $20 per certification.

90-5      2.  For [executing] signing a certificate verifying the existence

90-6  of a registered limited-liability partnership, if the registered limited-

90-7  liability partnership has not filed a certificate of amendment, $40.

90-8      3.  For [executing] signing a certificate verifying the existence

90-9  of a registered limited-liability partnership, if the registered limited-

90-10  liability partnership has filed a certificate of amendment, $40.

90-11     4.  For [executing,] signing, certifying or filing any certificate

90-12  or [document] record not required by NRS 87.440 to 87.540,

90-13  inclusive, and 87.560, $40.

90-14     5.  For any copies made by the Office of the Secretary of State,

90-15  $1 per page.

90-16     6.  For examining and provisionally approving any [document]

90-17  record before the [document] record is presented for filing, $100.

90-18     Sec. 174.  Chapter 88 of NRS is hereby amended by adding

90-19  thereto the provisions set forth as sections 175 and 176 of this act.

90-20     Sec. 175.  1.  For the purposes of this section, NRS 88.570 to

90-21  88.605, inclusive, and section 176 of this act, the following

90-22  activities do not constitute transacting business in this state:

90-23     (a) Maintaining, defending or settling any proceeding;

90-24     (b) Holding meetings of the managers or members or carrying

90-25  on other activities concerning internal company affairs;

90-26     (c) Maintaining accounts in banks or credit unions;

90-27     (d) Maintaining offices or agencies for the transfer, exchange

90-28  and registration of the company’s own securities or maintaining

90-29  trustees or depositaries with respect to those securities;

90-30     (e) Making sales through independent contractors;

90-31     (f) Soliciting or receiving orders outside this state through or

90-32  in response to letters, circulars, catalogs or other forms of

90-33  advertising, accepting those orders outside this state and filling

90-34  them by shipping goods into this state;

90-35     (g) Creating or acquiring indebtedness, mortgages and

90-36  security interests in real or personal property;

90-37     (h) Securing or collecting debts or enforcing mortgages and

90-38  security interests in property securing the debts;

90-39     (i) Owning, without more, real or personal property;

90-40     (j) Isolated transactions completed within 30 days and not a

90-41  part of a series of similar transactions;

90-42     (k) The production of motion pictures as defined in

90-43  NRS 231.020;

90-44     (l) Transacting business as an out-of-state depository

90-45  institution pursuant to the provisions of title 55 of NRS; and

91-1      (m) Transacting business in interstate commerce.

91-2      2.  The list of activities in subsection 1 is not exhaustive.

91-3      3.  A person who is not doing business in this state within the

91-4  meaning of this section need not qualify or comply with any

91-5  provision of this chapter, title 55 or 56 of NRS or chapter 645A,

91-6  645B or 645E of NRS unless he:

91-7      (a) Maintains an office in this state for the transaction of

91-8  business; or

91-9      (b) Solicits or accepts deposits in the State, except pursuant to

91-10  the provisions of chapter 666 or 666A of NRS.

91-11     4.  As used in this section, “deposits” means demand deposits,

91-12  savings deposits and time deposits, as those terms are defined in

91-13  chapter 657 of NRS.

91-14     Sec. 176.  1.  For the purposes of section 175 of this act, a

91-15  solicitation of a deposit is made in this state, whether or not either

91-16  party is present in this state, if the solicitation:

91-17     (a) Originates in this state; or

91-18     (b) Is directed by the solicitor to a destination in this state and

91-19  received where it is directed, or at a post office in this state if the

91-20  solicitation is mailed.

91-21     2.  A solicitation of a deposit is accepted in this state if

91-22  acceptance:

91-23     (a) Is communicated to the solicitor in this state; and

91-24     (b) Has not previously been communicated to the solicitor,

91-25  orally or in writing, outside this state.

91-26  Acceptance is communicated to the solicitor in this state, whether

91-27  or not either party is present in this state, if the depositor directs it

91-28  to the solicitor reasonably believing the solicitor to be in this state

91-29  and it is received where it is directed, or at any post office in this

91-30  state if the acceptance is mailed.

91-31     3.  A solicitation made in a newspaper or other publication of

91-32  general, regular and paid circulation is not made in this state if

91-33  the publication:

91-34     (a) Is not published in this state; or

91-35     (b) Is published in this state but has had more than two-thirds

91-36  of its circulation outside this state during the 12 months preceding

91-37  the solicitation.

91-38  If a publication is published in editions, each edition is a separate

91-39  publication except for material common to all editions.

91-40     4.  A solicitation made in a radio or television program or

91-41  other electronic communication received in this state which

91-42  originates outside this state is not made in this state. A radio or

91-43  television program or other electronic communication shall be

91-44  deemed to have originated in this state if the broadcast studio or

92-1  origin of the source of transmission is located within the state,

92-2  unless:

92-3      (a) The program or communication is syndicated and

92-4  distributed from outside this state for redistribution to the general

92-5  public in this state;

92-6      (b) The program is supplied by a radio, television or other

92-7  electronic network whose electronic signal originates outside this

92-8  state for redistribution to the general public in this state;

92-9      (c) The program or communication is an electronic signal that

92-10  originates outside this state and is captured for redistribution to

92-11  the general public in this state by a community antenna or cable,

92-12  radio, cable television or other electronic system; or

92-13     (d) The program or communication consists of an electronic

92-14  signal which originates within this state, but which is not intended

92-15  for redistribution to the general public in this state.

92-16     Sec. 177.  NRS 88.315 is hereby amended to read as follows:

92-17     88.315  As used in this chapter, unless the context otherwise

92-18  requires:

92-19     1.  “Certificate of limited partnership” means the certificate

92-20  referred to in NRS 88.350, and the certificate as amended or

92-21  restated.

92-22     2.  “Contribution” means any cash, property, services rendered,

92-23  or a promissory note or other binding obligation to contribute cash

92-24  or property or to perform services, which a partner contributes to a

92-25  limited partnership in his capacity as a partner.

92-26     3.  “Event of withdrawal of a general partner” means an event

92-27  that causes a person to cease to be a general partner as provided in

92-28  NRS 88.450.

92-29     4.  “Foreign limited partnership” means a partnership formed

92-30  under the laws of any state other than this state and having as

92-31  partners one or more general partners and one or more limited

92-32  partners.

92-33     5.  “General partner” means a person who has been admitted to

92-34  a limited partnership as a general partner in accordance with the

92-35  partnership agreement and named in the certificate of limited

92-36  partnership as a general partner.

92-37     6.  “Limited partner” means a person who has been admitted to

92-38  a limited partnership as a limited partner in accordance with the

92-39  partnership agreement.

92-40     7.  “Limited partnership” and “domestic limited partnership”

92-41  mean a partnership formed by two or more persons under the laws

92-42  of this state and having one or more general partners and one or

92-43  more limited partners.

92-44     8.  “Partner” means a limited or general partner.

93-1      9.  “Partnership agreement” means any valid agreement, written

93-2  or oral, of the partners as to the affairs of a limited partnership and

93-3  the conduct of its business.

93-4      10.  “Partnership interest” means a partner’s share of the profits

93-5  and losses of a limited partnership and the right to receive

93-6  distributions of partnership assets.

93-7      11.  “Record” means information that is inscribed on a

93-8  tangible medium or that is stored in an electronic or other medium

93-9  and is retrievable in perceivable form.

93-10     12.  “Registered office” means the office maintained at the

93-11  street address of the resident agent.

93-12     [12.] 13.  “Resident agent” means the agent appointed by the

93-13  limited partnership upon whom process or a notice or demand

93-14  authorized by law to be served upon the limited partnership may be

93-15  served.

93-16     [13.] 14.  “Sign” means to affix a signature to a [document.

93-17     14.] record.

93-18     15.  “Signature” means a name, word , symbol or mark

93-19  executed or otherwise adopted , or a record encrypted or similarly

93-20  processed in whole or in part, by a person with the present

93-21  [intention to authenticate a document.] intent to identify himself

93-22  and adopt or accept a record. The term includes, without limitation,

93-23  an electronic signature as defined in NRS 719.100.

93-24     [15.] 16.  “State” means a state, territory or possession of the

93-25  United States, the District of Columbia or the Commonwealth of

93-26  Puerto Rico.

93-27     [16.] 17.  “Street address” of a resident agent means the actual

93-28  physical location in this state at which a resident is available for

93-29  service of process.

93-30     Sec. 178.  NRS 88.325 is hereby amended to read as follows:

93-31     88.325  1.  The exclusive right to the use of a name may be

93-32  reserved by:

93-33     (a) Any person intending to organize a limited partnership under

93-34  this chapter and to adopt that name;

93-35     (b) Any domestic limited partnership or any foreign limited

93-36  partnership registered in this state which, in either case, intends to

93-37  adopt that name;

93-38     (c) Any foreign limited partnership intending to register in this

93-39  state and adopt that name; and

93-40     (d) Any person intending to organize a foreign limited

93-41  partnership and intending to have it registered in this state and adopt

93-42  that name.

93-43     2.  The reservation must be made by filing with the Secretary of

93-44  State an application, [executed] signed by the applicant, to reserve a

93-45  specified name. If the Secretary of State finds that the name is

94-1  available for use by a domestic or foreign limited partnership, he

94-2  shall reserve the name for the exclusive use of the applicant for a

94-3  period of 90 days. The right to the exclusive use of a reserved name

94-4  may be transferred to any other person by filing in the Office of the

94-5  Secretary of State a notice of the transfer, [executed] signed by the

94-6  applicant for whom the name was reserved and specifying the name

94-7  and address of the transferee.

94-8      Sec. 179.  NRS 88.332 is hereby amended to read as follows:

94-9      88.332  1.  Any person who has been designated by a limited

94-10  partnership as its resident agent and who thereafter desires to resign

94-11  shall file with the Secretary of State a signed statement that he is

94-12  unwilling to continue to act as the resident agent of the limited

94-13  partnership. A resignation is not effective until the signed statement

94-14  is filed with the Secretary of State. The statement of resignation may

94-15  contain a statement by the affected limited partnership appointing a

94-16  successor resident agent for the limited partnership. A certificate of

94-17  acceptance [executed] signed by the new agent, stating the full

94-18  name, complete street address and, if different from the street

94-19  address, mailing address of the new agent, must accompany the

94-20  statement appointing the new agent.

94-21     2.  Upon the filing of the statement with the Secretary of State

94-22  the capacity of the person as resident agent terminates. If the

94-23  statement of resignation does not contain a statement by the limited

94-24  partnership appointing a successor resident agent, the resigning

94-25  agent shall immediately give written notice, by mail, to the limited

94-26  partnership of the filing of the statement and the effect thereof. The

94-27  notice must be addressed to a general partner of the partnership

94-28  other than the resident agent.

94-29     3.  If a designated resident agent dies, resigns or removes from

94-30  the State, the limited partnership, within 30 days thereafter, shall file

94-31  with the Secretary of State a certificate of acceptance, [executed]

94-32  signed by the new resident agent. The certificate must set forth the

94-33  full name, complete street address and, if different from the street

94-34  address, mailing address of the newly designated resident agent.

94-35     4.  Each limited partnership which fails to file a certificate of

94-36  acceptance [executed] signed by the new resident agent within 30

94-37  days after the death, resignation or removal of its resident agent as

94-38  provided in subsection 3 shall be deemed in default and is subject to

94-39  the provisions of NRS 88.400 and 88.405.

94-40     Sec. 180.  NRS 88.335 is hereby amended to read as follows:

94-41     88.335  1.  A limited partnership shall keep at the office

94-42  referred to in paragraph (a) of subsection 1 of NRS 88.330 the

94-43  following:

95-1      (a) A current list of the full name and last known business

95-2  address of each partner separately identifying the general partners in

95-3  alphabetical order and the limited partners in alphabetical order;

95-4      (b) A copy of the certificate of limited partnership and all

95-5  certificates of amendment thereto, together with [executed] signed

95-6  copies of any powers of attorney pursuant to which any certificate

95-7  has been [executed;] signed;

95-8      (c) Copies of the limited partnership’s federal, state, and local

95-9  income tax returns and reports, if any, for the 3 most recent years;

95-10     (d) Copies of any then effective written partnership agreements

95-11  and of any financial statements of the limited partnership for the 3

95-12  most recent years; and

95-13     (e) Unless contained in a written partnership agreement, a

95-14  writing setting out:

95-15         (1) The amount of cash and a description and statement of

95-16  the agreed value of the other property or services contributed by

95-17  each partner and which each partner has agreed to contribute;

95-18         (2) The times at which or events on the happening of which

95-19  any additional contributions agreed to be made by each partner are

95-20  to be made;

95-21         (3) Any right of a partner to receive, or of a general partner

95-22  to make, distributions to a partner which include a return of all or

95-23  any part of the partner’s contribution; and

95-24         (4) Any events upon the happening of which the limited

95-25  partnership is to be dissolved and its affairs wound up.

95-26     2.  Records kept pursuant to this section are subject to

95-27  inspection and copying at the reasonable request, and at the expense,

95-28  of any partner during ordinary business hours.

95-29     Sec. 181.  NRS 88.337 is hereby amended to read as follows:

95-30     88.337  A general partner of a limited partnership may

95-31  authorize the Secretary of State in writing to replace any page of a

95-32  [document] record submitted for filing on an expedited basis, before

95-33  the actual filing, and to accept the page as if it were part of the

95-34  [originally signed filing.] original record. The signed authorization

95-35  of the general partner to the Secretary of State permits, but does not

95-36  require, the Secretary of State to alter the original [document]

95-37  record as requested.

95-38     Sec. 182.  NRS 88.338 is hereby amended to read as follows:

95-39     88.338  No [document] record which is written in a language

95-40  other than English may be filed or submitted for filing in the Office

95-41  of the Secretary of State pursuant to the provisions of this chapter

95-42  unless it is accompanied by a verified translation of that [document]

95-43  record into the English language.

 

 

96-1      Sec. 183.  NRS 88.339 is hereby amended to read as follows:

96-2      88.339  1.  A limited partnership may correct a [document

96-3  filed by] record filed in the Office of the Secretary of State with

96-4  respect to the limited partnership if the [document] record contains

96-5  an inaccurate [record] description of a partnership action [described

96-6  in the document] or if the record was defectively [executed,]

96-7  signed, attested, sealed, verified or acknowledged.

96-8      2.  To correct a [document,] record, the limited partnership

96-9  must:

96-10     (a) Prepare a certificate of correction that:

96-11         (1) States the name of the limited partnership;

96-12         (2) Describes the [document,] record, including, without

96-13  limitation, its filing date;

96-14         (3) Specifies the inaccuracy or defect;

96-15         (4) Sets forth the inaccurate or defective portion of the

96-16  [document] record in an accurate or corrected form; and

96-17         (5) Is signed by a general partner of the limited partnership.

96-18     (b) Deliver the certificate to the Secretary of State for filing.

96-19     (c) Pay a filing fee of $150 to the Secretary of State.

96-20     3.  A certificate of correction is effective on the effective date

96-21  of the [document] record it corrects except as to persons relying on

96-22  the uncorrected [document] record and adversely affected by the

96-23  correction. As to those persons, the certificate is effective when

96-24  filed.

96-25     Sec. 184.  NRS 88.340 is hereby amended to read as follows:

96-26     88.340  The Secretary of State may microfilm any [document]

96-27  record which is filed in his office by or relating to a limited

96-28  partnership pursuant to this chapter and may return the original

96-29  [document] record to the filer.

96-30     Sec. 185.  NRS 88.350 is hereby amended to read as follows:

96-31     88.350  1.  In order to form a limited partnership, a certificate

96-32  of limited partnership must be [executed] signed and filed in the

96-33  Office of the Secretary of State. The certificate must set forth:

96-34     (a) The name of the limited partnership;

96-35     (b) The address of the office which contains records and the

96-36  name and address of the resident agent required to be maintained by

96-37  NRS 88.330;

96-38     (c) The name and the business address of each general partner;

96-39     (d) The latest date upon which the limited partnership is to

96-40  dissolve; and

96-41     (e) Any other matters the general partners determine to include

96-42  therein.

96-43     2.  A certificate of acceptance of appointment of a resident

96-44  agent, [executed] signed by the agent, must be filed with the

96-45  certificate of limited partnership.

97-1      3.  A limited partnership is formed at the time of the filing of

97-2  the certificate of limited partnership and the certificate of acceptance

97-3  in the Office of the Secretary of State or at any later time specified

97-4  in the certificate of limited partnership if, in either case, there has

97-5  been substantial compliance with the requirements of this section.

97-6      Sec. 186.  NRS 88.355 is hereby amended to read as follows:

97-7      88.355  1.  A certificate of limited partnership is amended by

97-8  filing a certificate of amendment thereto in the Office of the

97-9  Secretary of State. The certificate must set forth:

97-10     (a) The name of the limited partnership; and

97-11     (b) The amendment.

97-12     2.  Within 30 days after the happening of any of the following

97-13  events an amendment to a certificate of limited partnership

97-14  reflecting the occurrence of the event or events must be filed:

97-15     (a) The admission of a new general partner;

97-16     (b) The withdrawal of a general partner; or

97-17     (c) The continuation of the business under NRS 88.550 after an

97-18  event of withdrawal of a general partner.

97-19     3.  A general partner who becomes aware that any statement in

97-20  a certificate of limited partnership was false when made or that any

97-21  arrangements or other facts described, except the address of its

97-22  office or the name or address of its resident agent, have changed,

97-23  making the certificate inaccurate in any respect, shall promptly

97-24  amend the certificate.

97-25     4.  A certificate of limited partnership may be amended at any

97-26  time for any other proper purpose the general partners determine.

97-27     5.  No person has any liability because an amendment to a

97-28  certificate of limited partnership has not been filed to reflect the

97-29  occurrence of any event referred to in subsection 2 if the amendment

97-30  is filed within the 30-day period specified in subsection 2.

97-31     6.  A restated certificate of limited partnership may be

97-32  [executed] signed and filed in the same manner as a certificate of

97-33  amendment. If the certificate alters or amends the certificate of

97-34  limited partnership in any manner, it must be accompanied by:

97-35     (a) A resolution; or

97-36     (b) A form prescribed by the Secretary of State,

97-37  setting forth which provisions of the certificate of limited

97-38  partnership on file with the Secretary of State are being altered or

97-39  amended.

97-40     Sec. 187.  NRS 88.365 is hereby amended to read as follows:

97-41     88.365  If a person required by NRS 88.375 to [execute] sign a

97-42  certificate fails or refuses to do so, any other person who is

97-43  adversely affected by the failure or refusal may petition the district

97-44  court to direct the [execution] signing of the certificate. If the court

97-45  finds that it is proper for the certificate to be [executed] signed and

98-1  that any person so designated has failed or refused to [execute] sign

98-2  the certificate, it shall order the Secretary of State to record an

98-3  appropriate certificate.

98-4      Sec. 188.  NRS 88.375 is hereby amended to read as follows:

98-5      88.375  1.  Each certificate required by NRS 88.350 to 88.390,

98-6  inclusive, to be filed in the Office of the Secretary of State must be

98-7  [executed] signed in the following manner:

98-8      (a) An original certificate of limited partnership must be signed

98-9  by all general partners;

98-10     (b) A certificate of amendment must be signed by at least one

98-11  general partner and by each other general partner designated in the

98-12  certificate as a new general partner; and

98-13     (c) A certificate of cancellation must be signed by all general

98-14  partners.

98-15     2.  Any person may sign a certificate by an attorney in fact, but

98-16  a power of attorney to sign a certificate relating to the admission of

98-17  a general partner must specifically describe the admission.

98-18     3.  The [execution] signing of a certificate by a general partner

98-19  constitutes an affirmation under the penalties of perjury that the

98-20  facts stated therein are true.

98-21     Sec. 189.  NRS 88.380 is hereby amended to read as follows:

98-22     88.380  1.  A signed copy of the certificate of limited

98-23  partnership and of any certificates of amendment or cancellation or

98-24  of any judicial decree of amendment or cancellation must be

98-25  delivered to the Secretary of State. A person who [executes] signs a

98-26  certificate as an agent or fiduciary need not exhibit evidence of his

98-27  authority as a prerequisite to filing. Unless the Secretary of State

98-28  finds that any certificate does not conform to law, upon receipt of all

98-29  filing fees required by law he shall file the certificate.

98-30     2.  Upon the filing of a certificate of amendment or judicial

98-31  decree of amendment in the Office of the Secretary of State, the

98-32  certificate of limited partnership is amended as set forth therein, and

98-33  upon the effective date of a certificate of cancellation or a judicial

98-34  decree thereof, the certificate of limited partnership is cancelled.

98-35     Sec. 190.  NRS 88.385 is hereby amended to read as follows:

98-36     88.385  If any certificate of limited partnership or certificate of

98-37  amendment or cancellation contains a false statement, one who

98-38  suffers loss by reliance on the statement may recover damages for

98-39  the loss from:

98-40     1.  Any person who [executes] signs the certificate, or causes

98-41  another to [execute] sign it on his behalf, and knew, and any general

98-42  partner who knew or should have known, the statement to be false at

98-43  the time the certificate was [executed;] signed; and

98-44     2.  Any general partner who thereafter knows or should have

98-45  known that any arrangement or other fact described in the certificate

99-1  has changed, making the statement inaccurate in any respect within

99-2  a sufficient time before the statement was relied upon reasonably to

99-3  have enabled that general partner to cancel or amend the certificate,

99-4  or to file a petition for its cancellation or amendment under

99-5  NRS 88.365.

99-6      Sec. 191.  NRS 88.415 is hereby amended to read as follows:

99-7      88.415  The Secretary of State, for services relating to his

99-8  official duties and the records of his office, shall charge and collect

99-9  the following fees:

99-10     1.  For filing a certificate of limited partnership, or for

99-11  registering a foreign limited partnership, $175.

99-12     2.  For filing a certificate of amendment of limited partnership

99-13  or restated certificate of limited partnership, $150.

99-14     3.  For filing a certificate of a change of location of the records

99-15  office of a limited partnership or the office of its resident agent, or a

99-16  designation of a new resident agent, $30.

99-17     4.  For certifying a certificate of limited partnership, an

99-18  amendment to the certificate, or a certificate as amended where a

99-19  copy is provided, $20 per certification.

99-20     5.  For certifying an authorized printed copy of the limited

99-21  partnership law, $20.

99-22     6.  For reserving a limited partnership name, or for [executing,]

99-23  signing, filing or certifying any other [document,] record, $20.

99-24     7.  For copies made at the Office of the Secretary of State, $1

99-25  per page.

99-26     8.  For filing a certificate of cancellation of a limited

99-27  partnership, $60.

99-28  Except as otherwise provided in this section, the fees set forth in

99-29  NRS 78.785 apply to this chapter.

99-30     Sec. 192.  NRS 88.435 is hereby amended to read as follows:

99-31     88.435  1.  Except as provided in subsection 2, a person who

99-32  makes a contribution to a business enterprise and erroneously but in

99-33  good faith believes that he has become a limited partner in the

99-34  enterprise is not a general partner in the enterprise and is not bound

99-35  by its obligations by reason of making the contribution, receiving

99-36  distributions from the enterprise, or exercising any rights of a

99-37  limited partner, if, on ascertaining the mistake, he:

99-38     (a) Causes an appropriate certificate of limited partnership or a

99-39  certificate of amendment to be [executed] signed and filed; or

99-40     (b) Withdraws from future equity participation in the enterprise

99-41  by [executing] signing and filing in the Office of the Secretary of

99-42  State a certificate declaring withdrawal under this section.

99-43     2.  A person who makes a contribution of the kind described in

99-44  subsection 1 is liable as a general partner to any third party who

99-45  transacts business with the enterprise:

100-1     (a) Before the person withdraws and an appropriate certificate is

100-2  filed to show withdrawal; or

100-3     (b) Before an appropriate certificate is filed to show that he is

100-4  not a general partner,

100-5  but in either case only if the third party actually believed in good

100-6  faith that the person was a general partner at the time of the

100-7  transaction.

100-8     Sec. 193.  NRS 88.535 is hereby amended to read as follows:

100-9     88.535  1.  On application to a court of competent jurisdiction

100-10  by any judgment creditor of a partner, the court may charge the

100-11  partnership interest of the partner with payment of the unsatisfied

100-12  amount of the judgment with interest. To the extent so charged, the

100-13  judgment creditor has only the rights of an assignee of the

100-14  partnership interest.

100-15    2.  The court may appoint a receiver of the share of the

100-16  distributions due or to become due to the judgment debtor in respect

100-17  of the partnership. The receiver has only the rights of an assignee.

100-18  The court may make all other orders, directions, accounts and

100-19  inquiries that the judgment debtor might have made or which the

100-20  circumstances of the case may require.

100-21    3.  A charging order constitutes a lien on the partnership

100-22  interest of the judgment debtor. The court may order a foreclosure

100-23  of the partnership interest subject to the charging order at any time.

100-24  The purchaser at the foreclosure sale has only the rights of an

100-25  assignee.

100-26    4.  Unless otherwise provided in the [articles of organization or

100-27  operating] certificate of partnership or partnership agreement, at

100-28  any time before foreclosure, a partnership interest charged may be

100-29  redeemed:

100-30    (a) By the judgment debtor;

100-31    (b) With property other than property of the limited partnership,

100-32  by one or more of the other partners; or

100-33    (c) By the limited partnership with the consent of all of the

100-34  partners whose interests are not so charged.

100-35    5.  This section provides the exclusive remedy by which a

100-36  judgment creditor of a partner or an assignee of a partner may

100-37  satisfy a judgment out of the partnership interest of the judgment

100-38  debtor.

100-39    6.  No creditor of a partner has any right to obtain possession

100-40  of, or otherwise exercise legal or equitable remedies with respect to,

100-41  the property of the limited partnership.

100-42    7.  This section does not deprive any partner of the benefit of

100-43  any exemption laws applicable to his partnership interest.

 

 

101-1     Sec. 194.  NRS 88.605 is hereby amended to read as follows:

101-2     88.605  The Attorney General may bring an action to restrain a

101-3  foreign limited partnership from transacting business in this state in

101-4  violation of NRS 88.570 to 88.605, inclusive[.] , and sections 175

101-5  and 176 of this act.

101-6     Sec. 195.  Chapter 88A of NRS is hereby amended by adding

101-7  thereto a new section to read as follows:

101-8     “Record” means information that is inscribed on a tangible

101-9  medium or that is stored in an electronic or other medium and is

101-10  retrievable in perceivable form.

101-11    Sec. 196.  NRS 88A.010 is hereby amended to read as follows:

101-12    88A.010  As used in this chapter, unless the context otherwise

101-13  requires, the words and terms defined in NRS 88A.020 to 88A.110,

101-14  inclusive, and section 195 of this act have the meanings ascribed to

101-15  them in those sections.

101-16    Sec. 197.  NRS 88A.050 is hereby amended to read as follows:

101-17    88A.050  “Governing instrument” means the trust instrument

101-18  that creates a [business] trust and provides for the governance of its

101-19  affairs and the conduct of its business.

101-20    Sec. 198.  NRS 88A.080 is hereby amended to read as follows:

101-21    88A.080  “Sign” means to affix a signature to a [document.]

101-22  record.

101-23    Sec. 199.  NRS 88A.090 is hereby amended to read as follows:

101-24    88A.090  “Signature” means a name, word , symbol or mark

101-25  executed or otherwise adopted , or a record encrypted or similarly

101-26  processed in whole or in part, by a person with the present

101-27  [intention to authenticate a document.] intent to identify himself

101-28  and adopt or accept a record. The term includes, without limitation,

101-29  an electronic signature as defined in NRS 719.100.

101-30    Sec. 200.  NRS 88A.210 is hereby amended to read as follows:

101-31    88A.210  1.  One or more persons may [form] create a

101-32  business trust by executing and filing with the Secretary of State a

101-33  certificate of trust and a certificate of acceptance of appointment

101-34  signed by the resident agent of the business trust. The certificate of

101-35  trust must set forth:

101-36    (a) The name of the business trust;

101-37    (b) The name and the [post office box] mailing or street address,

101-38  either residence or business, of at least one trustee;

101-39    (c) The name of the person designated as the resident agent for

101-40  the business trust, the street address of the resident agent where

101-41  process may be served upon the business trust and the mailing

101-42  address of the resident agent if different from the street address;

101-43    (d) The name and [post office box] mailing or street address,

101-44  either residence or business, of each person signing the certificate of

101-45  trust; and

102-1     (e) Any other information the trustees determine to include.

102-2     2.  Upon the filing of the certificate of trust and the certificate

102-3  of acceptance with the Secretary of State and the payment to him of

102-4  the required filing fee, the Secretary of State shall issue to the

102-5  business trust a certificate that the required [documents] records

102-6  with the required content have been filed. From the date of that

102-7  filing, the business trust is legally formed pursuant to this chapter.

102-8     Sec. 201.  NRS 88A.240 is hereby amended to read as follows:

102-9     88A.240  1.  The Secretary of State, when requested to do so,

102-10  shall reserve, for a period of 90 days, the right to use a name

102-11  available pursuant to NRS 88A.230 for the use of a proposed

102-12  business trust. During the period, the name so reserved is not

102-13  available for use or reservation by any other artificial person

102-14  forming, organizing, registering or qualifying in the Office of the

102-15  Secretary of State pursuant to the provisions of this title without the

102-16  [written, acknowledged] signed consent of the person at whose

102-17  request the reservation was made.

102-18    2.  The use by any artificial person of a name in violation of

102-19  subsection 1 or NRS 88A.230 may be enjoined, even if the

102-20  [document] record under which the artificial person is formed,

102-21  organized, registered or qualified has been filed by the Secretary of

102-22  State.

102-23    Sec. 202.  NRS 88A.510 is hereby amended to read as follows:

102-24    88A.510  1.  Within 30 days after changing the location of his

102-25  office from one address to another in this state, a resident agent shall

102-26  [execute] sign a certificate setting forth:

102-27    (a) The names of all the business trusts represented by him;

102-28    (b) The address at which he has maintained the registered office

102-29  for each of those business trusts; and

102-30    (c) The new address to which his office is transferred and at

102-31  which he will maintain the registered office for each of those

102-32  business trusts.

102-33    2.  Upon the filing of the certificate with the Secretary of State,

102-34  the registered office of each of the business trusts listed in the

102-35  certificate is located at the new address set forth in the certificate.

102-36    Sec. 203.  NRS 88A.530 is hereby amended to read as follows:

102-37    88A.530  1.  A resident agent who desires to resign shall file

102-38  with the Secretary of State a signed statement for each business trust

102-39  for which he is unwilling to continue to act. A resignation is not

102-40  effective until the signed statement is so filed.

102-41    2.  The statement of resignation may contain a statement of the

102-42  affected business trust appointing a successor resident agent. A

102-43  certificate of acceptance [executed] signed by the new resident

102-44  agent, stating the full name, complete street address and, if different

102-45  from the street address, mailing address of the new resident agent,

103-1  must accompany the statement appointing a successor resident

103-2  agent.

103-3     3.  Upon the filing of the statement of resignation with the

103-4  Secretary of State, the capacity of the resigning person as resident

103-5  agent terminates. If the statement of resignation contains no

103-6  statement by the business trust appointing a successor resident

103-7  agent, the resigning agent shall immediately give written notice, by

103-8  mail, to the business trust of the filing of the statement of

103-9  resignation and its effect. The notice must be addressed to a trustee

103-10  of the business trust other than the resident agent.

103-11    4.  If its resident agent dies, resigns or removes from the State,

103-12  a business trust, within 30 days thereafter, shall file with the

103-13  Secretary of State a certificate of acceptance [executed] signed by a

103-14  new resident agent. The certificate must set forth the full name and

103-15  complete street address of the new resident agent, and may contain a

103-16  mailing address, such as a post office box, different from the street

103-17  address.

103-18    5.  A business trust that fails to file a certificate of acceptance

103-19  [executed] signed by its new resident agent within 30 days after the

103-20  death, resignation or removal of its former resident agent shall be

103-21  deemed in default and is subject to the provisions of NRS 88A.630

103-22  to 88A.660, inclusive.

103-23    Sec. 204.  NRS 88A.540 is hereby amended to read as follows:

103-24    88A.540  1.  If a business trust formed pursuant to this chapter

103-25  desires to change its resident agent, the change may be effected by

103-26  filing with the Secretary of State a certificate of change, signed by at

103-27  least one trustee of the business trust, setting forth:

103-28    (a) The name of the business trust;

103-29    (b) The name and street address of the present resident agent;

103-30  and

103-31    (c) The name and street address of the new resident agent.

103-32    2.  A certificate of acceptance [executed] signed by the new

103-33  resident agent must be a part of or attached to the certificate of

103-34  change.

103-35    3.  The change authorized by this section becomes effective

103-36  upon the filing of the certificate of change.

103-37    Sec. 205.  NRS 88A.620 is hereby amended to read as follows:

103-38    88A.620  1.  Each list required to be filed pursuant to the

103-39  provisions of NRS 88A.600 to 88A.660, inclusive, must, after the

103-40  name of each trustee listed thereon, set forth his [post office box]

103-41  mailing or street address, either residence or business.

103-42    2.  If the addresses are not stated on a list offered for filing, the

103-43  Secretary of State may refuse to file the list, and the business trust

103-44  for which the list has been offered for filing is subject to all the

103-45  provisions of NRS 88A.600 to 88A.660, inclusive, relating to failure

104-1  to file the list when or at the times therein specified, unless a list is

104-2  subsequently submitted for filing which conforms to the provisions

104-3  of those sections.

104-4     Sec. 206.  NRS 88A.900 is hereby amended to read as follows:

104-5     88A.900  The Secretary of State shall charge and collect the

104-6  following fees for:

104-7     1.  Filing an original certificate of trust, or for registering a

104-8  foreign business trust, $175.

104-9     2.  Filing an amendment or restatement, or a combination

104-10  thereof, to a certificate of trust, $150.

104-11    3.  Filing a certificate of cancellation, $175.

104-12    4.  Certifying a copy of a certificate of trust or an amendment or

104-13  restatement, or a combination thereof, $20 per certification.

104-14    5.  Certifying an authorized printed copy of this chapter, $20.

104-15    6.  Reserving a name for a business trust, $20.

104-16    7.  [Executing] Signing a certificate of existence of a business

104-17  trust which does not list the previous [documents] records relating

104-18  to it, or a certificate of change in the name of a business trust, $40.

104-19    8.  [Executing] Signing a certificate of existence of a business

104-20  trust which lists the previous [documents] records relating to it, $40.

104-21    9.  Filing a statement of change of address of the registered

104-22  office for each business trust, $30.

104-23    10.  Filing a statement of change of the registered agent, $30.

104-24    11.  [Executing,] Signing, certifying or filing any certificate or

104-25  [document] record not otherwise provided for in this section, $40.

104-26    12.  Examining and provisionally approving a [document]

104-27  record before the [document] record is presented for filing, $100.

104-28    13.  Copying a [document] record on file with him, for each

104-29  page, $1.

104-30    Sec. 207.  NRS 88A.910 is hereby amended to read as follows:

104-31    88A.910  [A signature on any certificate authorized to be filed

104-32  with the Secretary of State pursuant to a provision of this chapter

104-33  may be a facsimile. The certificate] A record may be filed by

104-34  telecopy , facsimile or similar electronic transmission, but the

104-35  Secretary of State need not accept [the filing if the certificate] any

104-36  record that is illegible or otherwise unsuitable for the procedures of

104-37  his office.

104-38    Sec. 208.  NRS 88A.920 is hereby amended to read as follows:

104-39    88A.920  A trustee of a business trust may authorize the

104-40  Secretary of State in writing to replace any page of a [document]

104-41  record submitted for filing[,] on an expedited basis, before the

104-42  actual filing, and to accept the page as if it were part of the

104-43  [originally signed filing.] original record.

 

 

105-1     Sec. 209.  NRS 88A.930 is hereby amended to read as follows:

105-2     88A.930  1.  A business trust may correct a [document filed

105-3  by] record filed in the Office of the Secretary of State with respect

105-4  to the business trust if the [document] record contains an inaccurate

105-5  [record] description of a trust action [described in the document] or

105-6  if the record was defectively [executed,] signed, attested, sealed,

105-7  verified or acknowledged.

105-8     2.  To correct a [document,] record, the business trust must:

105-9     (a) Prepare a certificate of correction that:

105-10        (1) States the name of the business trust;

105-11        (2) Describes the [document,] record, including, without

105-12  limitation, its filing date;

105-13        (3) Specifies the inaccuracy or defect;

105-14        (4) Sets forth the inaccurate or defective portion of the

105-15  [document] record in an accurate or corrected form; and

105-16        (5) Is signed by a trustee of the business trust.

105-17    (b) Deliver the certificate to the Secretary of State for filing.

105-18    (c) Pay a filing fee of $150 to the Secretary of State.

105-19    3.  A certificate of correction is effective on the effective date

105-20  of the [document] record it corrects except as to persons relying on

105-21  the uncorrected [document] record and adversely affected by the

105-22  correction. As to those persons, the certificate is effective when

105-23  filed.

105-24    Sec. 210.  NRS 89.020 is hereby amended to read as follows:

105-25    89.020  As used in this chapter, unless the context requires

105-26  otherwise:

105-27    1.  “Employee” means a person licensed or otherwise legally

105-28  authorized to render professional service within this state who

105-29  renders such service through a professional corporation or a

105-30  professional association, but does not include clerks, bookkeepers,

105-31  technicians or other persons who are not usually considered by

105-32  custom and practice of the profession to be rendering professional

105-33  services to the public.

105-34    2.  “Licensed” means legally authorized by the appropriate

105-35  regulating board of this state to engage in a regulated profession in

105-36  this state.

105-37    3.  “Professional association” means a common-law association

105-38  of two or more persons licensed or otherwise legally authorized to

105-39  render professional service within this state when created by written

105-40  articles of association which contain in substance the following

105-41  provisions characteristic of corporate entities:

105-42    (a) The death, insanity, bankruptcy, retirement, resignation,

105-43  expulsion or withdrawal of any member of the association does not

105-44  cause its dissolution.

106-1     (b) The authority to manage the affairs of the association is

106-2  vested in a board of directors or an executive board or committee,

106-3  elected by the members of the association.

106-4     (c) The members of the association are employees of the

106-5  association.

106-6     (d) Members’ ownership is evidenced by certificates.

106-7     4.  “Professional corporation” means a corporation organized

106-8  under this chapter to render a professional service.

106-9     5.  “Professional service” means any type of personal service

106-10  which may legally be performed only pursuant to a license,

106-11  certificate of registration or other legal authorization.

106-12    6.  “Record” means information that is inscribed on a

106-13  tangible medium or that is stored in an electronic or other medium

106-14  and is retrievable in perceivable form.

106-15    7.  “Regulating board” means the body which regulates and

106-16  authorizes the admission to the profession which a professional

106-17  corporation or a professional association is authorized to perform.

106-18    8.  “Sign” means to affix a signature to a record.

106-19    9.  “Signature” means a name, word, symbol or mark

106-20  executed or otherwise adopted, or a record encrypted or similarly

106-21  processed in whole or in part, by a person with the present intent

106-22  to identify himself and adopt or accept a record. The term

106-23  includes, without limitation, an electronic signature as defined in

106-24  NRS 719.100.

106-25    Sec. 211.  NRS 89.027 is hereby amended to read as follows:

106-26    89.027  No [document] record which is written in a language

106-27  other than English may be filed or submitted for filing in the Office

106-28  of the Secretary of State pursuant to the provisions of this chapter

106-29  unless it is accompanied by a verified translation of that [document]

106-30  record into the English language.

106-31    Sec. 212.  NRS 89.040 is hereby amended to read as follows:

106-32    89.040  1.  One or more persons may organize a professional

106-33  corporation in the manner provided for organizing a private

106-34  corporation pursuant to chapter 78 of NRS. Each person organizing

106-35  the corporation must, except as otherwise provided in subsection 2

106-36  of NRS 89.050, be authorized to perform the professional service

106-37  for which the corporation is organized. The articles of incorporation

106-38  must contain the following additional information:

106-39    (a) The profession to be practiced by means of the professional

106-40  corporation.

106-41    (b) The names and [post office boxes] mailing or street

106-42  addresses, either residence or business, of the original stockholders

106-43  and directors of the professional corporation.

106-44    (c) Except as otherwise provided in paragraph (d) of this

106-45  subsection, a certificate from the regulating board of the profession

107-1  to be practiced showing that each of the directors, and each of the

107-2  stockholders who is a natural person, is licensed to practice the

107-3  profession.

107-4     (d) For a professional corporation organized pursuant to this

107-5  chapter and practicing pursuant to the provisions of NRS 623.349, a

107-6  certificate from the regulating board or boards of the profession or

107-7  professions to be practiced showing that control and two-thirds

107-8  ownership of the corporation is held by persons registered or

107-9  licensed pursuant to the applicable provisions of chapter 623, 623A

107-10  or 625 of NRS. As used in this paragraph, “control” has the meaning

107-11  ascribed to it in NRS 623.349.

107-12    2.  The corporate name of a professional corporation must

107-13  contain the words “Professional Corporation” or the abbreviation

107-14  “Prof. Corp.,” “P.C.” or “PC,” or the word “Chartered” or

107-15  “Limited” or the abbreviation “Ltd.” The corporate name must

107-16  contain the last name of one or more of its current or former

107-17  stockholders. The corporation may render professional services and

107-18  exercise its authorized powers under a fictitious name if the

107-19  corporation has first registered the name in the manner required by

107-20  chapter 602 of NRS.

107-21    Sec. 213.  NRS 89.060 is hereby amended to read as follows:

107-22    89.060  The provisions of this chapter relating to professional

107-23  corporations do not modify any law applicable to the relationship

107-24  between a person furnishing professional service and a person

107-25  receiving such service, including liability arising out of such

107-26  professional service , [;] but nothing contained in this section [shall

107-27  render:] renders:

107-28    1.  A person personally liable in tort for any act in which he has

107-29  not personally participated.

107-30    2.  A director, officer or employee of a professional corporation

107-31  liable in contract for any contract which he [executes] signs on

107-32  behalf of a professional corporation within the limits of his actual

107-33  authority.

107-34    Sec. 214.  NRS 89.210 is hereby amended to read as follows:

107-35    89.210  1.  Within 30 days after the organization of a

107-36  professional association under this chapter, the association shall file

107-37  with the Secretary of State a copy of the articles of association, duly

107-38  [executed,] signed, and shall pay at that time a filing fee of $175.

107-39  Any such association formed as a common-law association before

107-40  July 1, 1969, shall file, within 30 days after July 1, 1969, a certified

107-41  copy of its articles of association, with any amendments thereto,

107-42  with the Secretary of State, and shall pay at that time a filing fee of

107-43  $25. A copy of any amendments to the articles of association

107-44  adopted after July 1, 1969, must also be filed with the Secretary of

107-45  State within 30 days after the adoption of such amendments. Each

108-1  copy of amendments so filed must be certified as true and correct

108-2  and be accompanied by a filing fee of $150.

108-3     2.  The name of such a professional association must contain

108-4  the words “Professional Association,” “Professional Organization”

108-5  or the abbreviations “Prof. Ass’n” or “Prof. Org.” The association

108-6  may render professional services and exercise its authorized powers

108-7  under a fictitious name if the association has first registered the

108-8  name in the manner required under chapter 602 of NRS.

108-9     Sec. 215.  NRS 89.220 is hereby amended to read as follows:

108-10    89.220  The provisions of this chapter relating to professional

108-11  associations do not modify any law applicable to the relationship

108-12  between a person furnishing professional service and a person

108-13  receiving such service, including liability arising out of such

108-14  professional service, but:

108-15    1.  A member or employee of a professional association shall

108-16  not be personally liable in tort for any act in which he has not

108-17  personally participated.

108-18    2.  A member or employee of a professional association shall

108-19  not be personally liable in contract for any contract which he

108-20  [executes] signs on behalf of a professional association within the

108-21  limits of his actual authority.

108-22    Sec. 216.  NRS 89.250 is hereby amended to read as follows:

108-23    89.250  1.  Except as otherwise provided in subsection 2, a

108-24  professional association shall, on or before the first day of the

108-25  second month after the filing of its articles of association with the

108-26  Secretary of State, and annually thereafter on or before the last day

108-27  of the month in which the anniversary date of its organization occurs

108-28  in each year, furnish a statement to the Secretary of State showing

108-29  the names and residence addresses of all members and employees in

108-30  the association and certifying that all members and employees are

108-31  licensed to render professional service in this state.

108-32    2.  A professional association organized and practicing pursuant

108-33  to the provisions of this chapter and NRS 623.349 shall, on or

108-34  before the first day of the second month after the filing of its articles

108-35  of association with the Secretary of State, and annually thereafter on

108-36  or before the last day of the month in which the anniversary date of

108-37  its organization occurs in each year, furnish a statement to the

108-38  Secretary of State:

108-39    (a) Showing the names and residence addresses of all members

108-40  and employees of the association who are licensed or otherwise

108-41  authorized by law to render professional service in this state;

108-42    (b) Certifying that all members and employees who render

108-43  professional service are licensed or otherwise authorized by law to

108-44  render professional service in this state; and

109-1     (c) Certifying that all members who are not licensed to render

109-2  professional service in this state do not render professional service

109-3  on behalf of the association except as authorized by law.

109-4     3.  Each statement filed pursuant to this section must be:

109-5     (a) Made on a form prescribed by the Secretary of State and

109-6  must not contain any fiscal or other information except that

109-7  expressly called for by this section.

109-8     (b) Signed by the chief executive officer of the association.

109-9     (c) Accompanied by a declaration under penalty of perjury that

109-10  the professional association has complied with the provisions of

109-11  chapter 364A of NRS.

109-12    4.  Upon filing:

109-13    (a) The initial statement required by this section, the association

109-14  shall pay to the Secretary of State a fee of $165.

109-15    (b) Each annual statement required by this section, the

109-16  association shall pay to the Secretary of State a fee of $85.

109-17    [5.  As used in this section, “signed” means to have executed or

109-18  adopted a name, word or mark, including, without limitation, an

109-19  electronic signature as defined in NRS 719.100, with the present

109-20  intention to authenticate a document.]

109-21    Sec. 217.  Chapter 90 of NRS is hereby amended by adding

109-22  thereto a new section to read as follows:

109-23    “Record” means information that is inscribed on a tangible

109-24  medium or that is stored in an electronic or other medium and is

109-25  retrievable in perceivable form.

109-26    Sec. 218.  NRS 90.211 is hereby amended to read as follows:

109-27    90.211  As used in this chapter, unless the context otherwise

109-28  requires, the words and terms defined in NRS 90.215 to 90.305,

109-29  inclusive, and section 217 of this act have the meanings ascribed to

109-30  them in those sections.

109-31    Sec. 219.  NRS 90.235 is hereby amended to read as follows:

109-32    90.235  1.  “Filing” means:

109-33    (a) The actual delivery of a [document] record or application to

109-34  the Administrator or his designee or to the principal office of the

109-35  Administrator; or

109-36    (b) The electronic delivery of a [document] record or

109-37  application to the Administrator or his designee or to the principal

109-38  office of the Administrator using a system that has been approved

109-39  by the Administrator.

109-40    2.  “File” has a corresponding meaning.

109-41    Sec. 220.  NRS 90.390 is hereby amended to read as follows:

109-42    90.390  1.  The Administrator by regulation may require that:

109-43    (a) A licensed broker-dealer who is not registered under the

109-44  Securities Exchange Act of 1934 maintain minimum net capital and

110-1  a prescribed ratio between net capital and aggregate indebtedness,

110-2  which may vary with type or class of broker-dealer; or

110-3     (b) A licensed investment adviser who is not registered under

110-4  the Investment Advisers Act of 1940 maintain a minimum net

110-5  worth.

110-6     2.  If a licensed broker-dealer or investment adviser knows, or

110-7  has reasonable cause to know, that a requirement imposed on it

110-8  under this section is not being met, the broker-dealer or investment

110-9  adviser shall promptly notify the Administrator of its current

110-10  financial condition.

110-11    3.  The Administrator by regulation may require a fidelity bond

110-12  from a broker-dealer who is not registered under the Securities

110-13  Exchange Act of 1934.

110-14    4.  A licensed broker-dealer or investment adviser shall file

110-15  financial and other reports that the Administrator determines by

110-16  regulation or order are necessary, but filing a copy of the financial

110-17  reports filed under the Securities Exchange Act of 1934, in the case

110-18  of a broker-dealer, or the Investment Advisers Act of 1940, in the

110-19  case of an investment adviser, satisfies the requirements regarding

110-20  the filing of financial reports pursuant to this subsection.

110-21    5.  A licensed broker-dealer, sales representative, investment

110-22  adviser or representative of an investment adviser shall make and

110-23  maintain records that the Administrator determines by regulation are

110-24  necessary and appropriate, but compliance with the recordkeeping

110-25  requirements of the Securities Exchange Act of 1934, in the case of

110-26  a broker-dealer, or the Investment Advisers Act of 1940, in the case

110-27  of an investment adviser, satisfies the requirements of this

110-28  subsection.

110-29    6.  Required records may be maintained in any form of data

110-30  storage if they are readily accessible to the Administrator. Required

110-31  records must be preserved for 5 years unless the Administrator by

110-32  regulation specifies a different period for a particular type or class of

110-33  records.

110-34    7.  If the information contained in a [document] record filed

110-35  with the Administrator as part of the application for licensing or

110-36  under the section, except information the Administrator by

110-37  regulation or order excludes, is or becomes inaccurate or incomplete

110-38  in a material respect, the licensed person shall promptly file

110-39  correcting information, unless notification of termination has been

110-40  given pursuant to subsection 5 of NRS 90.380.

110-41    Sec. 221.  NRS 90.470 is hereby amended to read as follows:

110-42    90.470  1.  Securities for which a registration statement has

110-43  been filed under the Securities Act of 1933 in connection with the

110-44  offering of the securities may be registered by filing, whether or not

111-1  they are also eligible for registration under NRS 90.480 or 90.490,

111-2  if:

111-3     (a) The issuer is organized under the laws of the United States or

111-4  a state or, if the issuer is not organized under the laws of the United

111-5  States or a state, it has appointed a duly authorized agent in the

111-6  United States for service of process;

111-7     (b) The issuer has actively engaged in business operations in the

111-8  United States for a period of at least 36 consecutive calendar months

111-9  immediately before the filing of the federal registration statement;

111-10    (c) The issuer has registered a class of equity securities under

111-11  section 12(b) or 12(g) of the Securities Exchange Act of 1934, and

111-12  the class of securities is held of record by 500 or more persons;

111-13    (d) The issuer has:

111-14        (1) Either a total net worth of $4,000,000 or a total net worth

111-15  of $2,000,000 and net pretax income from operations before

111-16  allowances for extraordinary items, for at least 2 of the 3 preceding

111-17  fiscal years;

111-18        (2) Not less than 400,000 units of the class of security

111-19  registered under section 12 of the Securities Exchange Act of 1934

111-20  held by the public, excluding securities held by officers and

111-21  directors of the issuer, underwriters and persons beneficially owning

111-22  10 percent or more of that class of security; and

111-23        (3) No outstanding warrants and options held by the

111-24  underwriters and executive officers and directors of the issuer in an

111-25  amount exceeding 10 percent of the total number of shares to be

111-26  outstanding after completion of the offering of the securities being

111-27  registered;

111-28    (e) The issuer has been subject to the requirements of section 12

111-29  of the Securities Exchange Act of 1934 and has filed all the material

111-30  required to be filed under sections 13 and 14 of that act for at least

111-31  36 consecutive calendar months immediately before the filing of the

111-32  statement and the issuer has filed in a timely manner all reports

111-33  required to be filed during the 12 calendar months next preceding

111-34  the filing of the federal registration statement;

111-35    (f) For at least 30 days during the 3 months next preceding the

111-36  offering of the securities registered there have been at least four

111-37  market makers for the class of equity securities registered under

111-38  section 12 of the Securities Exchange Act of 1934;

111-39    (g) Each of the underwriters participating in the offering of the

111-40  security and each broker-dealer who will offer the security in this

111-41  state is a member of or is subject to the regulations of fair practice

111-42  of a national association of securities dealers with respect to the

111-43  offering and the underwriters have contracted to purchase the

111-44  securities offered in a principal capacity;

112-1     (h) The aggregate commissions or discounts to be received by

112-2  the underwriters will not exceed 10 percent of the aggregate price at

112-3  which the securities being registered are offered to the public;

112-4     (i) Neither the issuer nor any of its subsidiaries, since the end of

112-5  the fiscal year next preceding the filing of the registration statement,

112-6  have:

112-7         (1) Failed to pay a dividend or sinking fund installment on

112-8  preferred stock;

112-9         (2) Defaulted on indebtedness for borrowed money; or

112-10        (3) Defaulted on the rental on one or more long-term leases,

112-11  and the defaults in the aggregate are material to the financial

112-12  position of the issuer and its subsidiaries, taken as a whole; and

112-13    (j) In the case of an equity security, the price at which the

112-14  security will be offered to the public is not less than $5 per share.

112-15    2.  A registration statement under this section must contain the

112-16  following information and be accompanied by the following

112-17  [documents] records in addition to the information specified in

112-18  subsection 4 of NRS 90.500 and the consent to service of process

112-19  required by NRS 90.770:

112-20    (a) A statement demonstrating eligibility for registration by

112-21  filing;

112-22    (b) The name, address and form of organization of the issuer;

112-23    (c) With respect to a person on whose behalf a part of the

112-24  offering is to be made in a nonissuer distribution:

112-25        (1) Name and address;

112-26        (2) The amount of securities of the issuer held by the person

112-27  as of the date of the filing of the registration statement; and

112-28        (3) A statement of the reasons for making the offering;

112-29    (d) A description of the security being registered; and

112-30    (e) A copy of the latest prospectus filed with the registration

112-31  statement under and satisfying the requirements of section 10 of the

112-32  Securities Act of 1933.

112-33    3.  If the information and [documents] records required to be

112-34  filed by subsection 2 have been on file with the Administrator for at

112-35  least 5 business days, or any shorter period the Administrator allows

112-36  by regulation or order, and the applicable registration fee has been

112-37  paid before the effectiveness of the federal registration statement, a

112-38  registration statement under this section automatically becomes

112-39  effective concurrently with the effectiveness of the federal

112-40  registration statement. If the federal statement becomes effective

112-41  before the conditions in this section are satisfied and they are not

112-42  waived, the registration statement becomes effective when the

112-43  conditions are satisfied. The registrant shall promptly notify the

112-44  Administrator by telephone or telegram of the date and time when

112-45  the federal registration statement became effective and the content

113-1  of the price amendment, if any, and shall file promptly a

113-2  posteffective amendment containing the information and

113-3  [documents] records in the price amendment. The Administrator

113-4  shall promptly acknowledge receipt of notification and effectiveness

113-5  of the registration statement as of the date and time the registration

113-6  statement became effective with the Securities and Exchange

113-7  Commission.

113-8     Sec. 222.  NRS 90.480 is hereby amended to read as follows:

113-9     90.480  1.  Securities for which a registration statement has

113-10  been filed under the Securities Act of 1933 in connection with the

113-11  offering of the securities may be registered by coordination.

113-12    2.  A registration statement under this section must contain the

113-13  following information and be accompanied by the following

113-14  [documents] records in addition to the information specified in

113-15  subsection 4 of NRS 90.500 and the consent to service of process

113-16  required by NRS 90.770:

113-17    (a) One copy of the latest form of prospectus filed under the

113-18  Securities Act of 1933;

113-19    (b) If the Administrator by regulation or order requires:

113-20        (1) A copy of the articles of incorporation and bylaws, or

113-21  their substantial equivalents, currently in effect;

113-22        (2) A copy of any agreement with or among underwriters;

113-23        (3) A copy of any indenture or other instrument governing

113-24  the issuance of the security to be registered; and

113-25        (4) A copy, specimen or description of the security;

113-26    (c) If the Administrator requests and subject to the provisions of

113-27  NRS 90.730, any other information or copies of any other

113-28  [documents] records filed under the Securities Act of 1933; and

113-29    (d) An undertaking to forward promptly and in any event not

113-30  later than the first business day after the day they are forwarded to

113-31  or filed with the Securities and Exchange Commission, all future

113-32  amendments to the federal prospectus, other than an amendment that

113-33  delays the effective date of the registration statement, whichever

113-34  occurs first.

113-35    3.  A registration statement under this section becomes effective

113-36  when the federal registration statement becomes effective and all the

113-37  following conditions are satisfied:

113-38    (a) No order is in effect, and no proceeding is pending, under

113-39  NRS 90.510;

113-40    (b) The registration statement has been on file with the

113-41  Administrator for at least 10 days, but if the registration statement is

113-42  not filed with the Administrator within 5 days after the initial filing

113-43  under the Securities Act of 1933, the registration statement must

113-44  have been on file with the Administrator for 30 days or any shorter

113-45  period as the Administrator by regulation or order specifies; and

114-1     (c) A statement of the maximum and minimum proposed

114-2  offering prices and the maximum underwriting discounts and

114-3  commissions has been on file for 2 full business days or any shorter

114-4  period the Administrator permits and the offering is made within

114-5  those limitations.

114-6     4.  The registrant shall promptly notify the Administrator of the

114-7  date and time when the federal registration statement became

114-8  effective and the content of the price amendment, if any, and shall

114-9  promptly file a posteffective amendment containing the information

114-10  and [documents] records in the price amendment.

114-11    5.  Upon failure to receive the required notification and

114-12  posteffective amendment with respect to the price amendment, the

114-13  Administrator may enter an order, retroactively denying

114-14  effectiveness to the registration statement or suspending its

114-15  effectiveness until the registrant complies with subsection 4. The

114-16  Administrator shall promptly notify the registrant of the issuance of

114-17  the order. If the registrant proves compliance with the requirements

114-18  of subsection 4 as to notice and posteffective amendment, the order

114-19  is void as of its entry.

114-20    6.  The Administrator by regulation or order may waive either

114-21  or both of the conditions specified in paragraphs (b) and (c) of

114-22  subsection 3.

114-23    7.  If the federal registration statement becomes effective before

114-24  all the conditions in subsection 3 are satisfied and they are not

114-25  waived, the registration statement automatically becomes effective

114-26  when all the conditions are satisfied. If the registrant advises the

114-27  Administrator of the date when the federal registration statement is

114-28  expected to become effective, the Administrator shall promptly

114-29  advise the registrant, at the registrant’s expense, whether all

114-30  conditions are satisfied and whether the Administrator then

114-31  contemplates the institution of a proceeding under NRS 90.510, but

114-32  the advice by the Administrator does not preclude the institution of a

114-33  proceeding for an order suspending the effectiveness of the

114-34  registration statement. An order issued under this subsection is not

114-35  retroactive.

114-36    8.  The Administrator by regulation or order may waive or

114-37  modify the application of a requirement of this section if a provision

114-38  or an amendment, repeal or other alteration of the provisions of the

114-39  Securities Act of 1933 for the registration of securities or of the

114-40  regulations adopted under that act renders the waiver or

114-41  modification appropriate for further coordination of state and federal

114-42  registration.

114-43    Sec. 223.  NRS 90.490 is hereby amended to read as follows:

114-44    90.490  1.  A security may be registered by qualification.

115-1     2.  A registration statement under this section must contain the

115-2  following information and be accompanied by the following

115-3  [documents] records in addition to the information specified in

115-4  subsection 4 of NRS 90.500 and the consent to service of process

115-5  required by NRS 90.770:

115-6     (a) With respect to the issuer and any significant subsidiary:

115-7         (1) Its name, address and form of organization;

115-8         (2) The state or foreign jurisdiction and date of its

115-9  organization;

115-10        (3) The general character and location of its business;

115-11        (4) A description of its physical property and equipment; and

115-12        (5) A statement of the general competitive conditions in the

115-13  industry or business in which it is or will be engaged;

115-14    (b) With respect to every director and officer of the issuer or

115-15  person occupying a similar status or performing similar functions:

115-16        (1) Name, address and principal occupation for the last 5

115-17  years;

115-18        (2) The amount of securities of the issuer held by the person

115-19  as of a specified date within 30 days before the filing of the

115-20  registration statement;

115-21        (3) The amount of the securities covered by the registration

115-22  statement to which the person has indicated an intention to

115-23  subscribe; and

115-24        (4) A description of any material interest in any material

115-25  transaction with the issuer or any significant subsidiary effected

115-26  within the past 3 years or proposed to be effected;

115-27    (c) With respect to persons covered by paragraph (b), the

115-28  compensation paid or given, directly or indirectly, during the last 12

115-29  months and estimated to be paid during the next 12 months by the

115-30  issuer together with all predecessors, parents, subsidiaries and

115-31  affiliates, to all those persons in the aggregate;

115-32    (d) With respect to any person owning of record, or beneficially

115-33  if known, 10 percent or more of the outstanding shares of a class of

115-34  equity security of the issuer, the information specified in paragraph

115-35  (b) other than occupation;

115-36    (e) With respect to a promoter, if the issuer was organized

115-37  within the last 3 years:

115-38        (1) The information specified in paragraph (b);

115-39        (2) The amount paid to the person within that period or

115-40  intended to be paid; and

115-41        (3) The consideration for the payment;

115-42    (f) With respect to a person on whose behalf a part of the

115-43  offering is to be made in a nonissuer distribution:

115-44        (1) Name and address;

116-1         (2) The amount of securities of the issuer held by the person

116-2  as of the date of the filing of the registration statement;

116-3         (3) A description of any material interest in any material

116-4  transaction with the issuer or any significant subsidiary effected

116-5  within the past 3 years or proposed to be effected; and

116-6         (4) A statement of the reasons for making the offering;

116-7     (g) The capitalization and long-term debt, on both a current and

116-8  a pro forma basis, of the issuer and any significant subsidiary,

116-9  including a description of each security outstanding or being

116-10  registered or otherwise offered, and a statement of the amount and

116-11  kind of consideration, whether in the form of cash, physical assets,

116-12  services, patents, goodwill or anything else, for which the issuer or a

116-13  subsidiary has issued its securities within the last 2 years or is

116-14  obligated to issue its securities;

116-15    (h) The kind and amount of securities to be offered, the

116-16  proposed offering price or the method by which it is to be computed,

116-17  any variation therefrom at which a proportion of the offering is to be

116-18  made to a person or class of persons other than the underwriters,

116-19  with a specification of the person or class, the basis upon which the

116-20  offering is to be made if otherwise than for cash, the estimated

116-21  aggregate underwriting and selling discounts or commissions and

116-22  finder’s fees, including separately cash, securities, contracts or

116-23  anything else of value to accrue to the underwriters or finders in

116-24  connection with the offering or, if the selling discounts or

116-25  commissions are variable, the basis of determining them and their

116-26  maximum and minimum amounts, the estimated amounts of other

116-27  selling expenses, including legal, engineering and accounting

116-28  charges, the name and address of every underwriter and every

116-29  recipient of a finder’s fee, a copy of any underwriting or selling-

116-30  group agreement pursuant to which the distribution is to be made, or

116-31  the proposed form of the agreement whose terms have not yet been

116-32  determined, and a description of the plan of distribution of securities

116-33  that are to be offered otherwise than through an underwriter;

116-34    (i) The estimated cash proceeds to be received by the issuer

116-35  from the offering, the purposes for which the proceeds are to be

116-36  used by the issuer, the amount to be used for each purpose, the order

116-37  of priority in which the proceeds will be used for the purposes

116-38  stated, the amounts of funds to be raised from other sources to

116-39  achieve the purposes stated, the sources of the funds, and, if part of

116-40  the proceeds is to be used to acquire property, including goodwill,

116-41  otherwise than in the ordinary course of business, the names and

116-42  addresses of the vendors, the purchase price, the names of the

116-43  persons who have received commissions in connection with the

116-44  acquisition and the amounts of commissions and any other expense

117-1  in connection with the acquisition, including the cost of borrowing

117-2  money to finance the acquisition;

117-3     (j) A description of the stock options or other security options

117-4  outstanding or to be created in connection with the offering and the

117-5  amount of the options held or to be held by every person required to

117-6  be named in paragraph (b), (d), (e), (f) or (h) and by a person who

117-7  holds or will hold 10 percent or more in the aggregate of the

117-8  options;

117-9     (k) The dates of, parties to and general effect, concisely stated,

117-10  of every management or other material contract made or to be made

117-11  otherwise than in the ordinary course of business if it is to be

117-12  performed in whole or in part at or after the filing of the registration

117-13  statement or was made within the last 2 years, and a copy of the

117-14  contract;

117-15    (l) A description of any pending litigation or proceedings to

117-16  which the issuer is a party and that materially affect its business or

117-17  assets, including any litigation or proceeding known to be

117-18  contemplated by a governmental authority;

117-19    (m) A copy of any prospectus, pamphlet, circular, form letter,

117-20  advertisement or other sales literature intended as of the effective

117-21  date to be used in connection with the offering;

117-22    (n) A copy, specimen or description of the security being

117-23  registered, a copy of the issuer’s articles of incorporation and

117-24  bylaws or their substantial equivalents, as currently in effect, and a

117-25  copy of any indenture or other instrument covering the security to be

117-26  registered;

117-27    (o) A signed or conformed copy of an opinion of counsel as to

117-28  the legality of the security being registered, with an English

117-29  translation if it is in a foreign language, which states whether the

117-30  security when sold will be legally issued, fully paid and

117-31  nonassessable and, if a debt security, a binding obligation of the

117-32  issuer;

117-33    (p) The written consent of an accountant, engineer, appraiser or

117-34  other person whose profession gives authority to a statement made

117-35  by the person, if the person is named as having prepared or certified

117-36  a report or valuation, other than a public and official [document]

117-37  record or statement, which is used in connection with the

117-38  registration statement;

117-39    (q) A statement of financial condition of the issuer as of a date

117-40  within 4 months before the filing of the registration statement, a

117-41  statement of results of operations and analysis of surplus for each of

117-42  the 3 fiscal years preceding the date of the statement of financial

117-43  condition and for any period between the close of the last fiscal year

117-44  and the date of the statement of financial condition, or for the period

117-45  of the issuer’s and any predecessors’ existence if less than 3 years,

118-1  and, if part of the proceeds of the offering is to be applied to the

118-2  purchase of a business, the same financial statements which would

118-3  be required if that business were the registrant; and

118-4     (r) Any additional information the Administrator by regulation

118-5  or order specifies.

118-6     3.  A statement under this section becomes effective 30

118-7  calendar days, or any shorter period as the Administrator by

118-8  regulation or order specifies, after the date the registration statement

118-9  or the last amendment other than a price amendment is filed, if:

118-10    (a) No order is in effect and no proceeding is pending under

118-11  NRS 90.510;

118-12    (b) The Administrator has not, under subsection 4, ordered that

118-13  effectiveness be delayed; and

118-14    (c) The registrant has not requested that effectiveness be

118-15  delayed.

118-16    4.  The Administrator may delay effectiveness for a single

118-17  period of not more than 90 days if the Administrator determines the

118-18  registration statement is not complete in all material respects and

118-19  promptly notifies the registrant of that determination. The

118-20  Administrator may delay effectiveness for a single period of not

118-21  more than 30 days if the Administrator determines that the delay is

118-22  necessary, whether or not the Administrator previously delayed

118-23  effectiveness under this subsection.

118-24    Sec. 224.  NRS 90.500 is hereby amended to read as follows:

118-25    90.500  1.  A registration statement may be filed by the issuer,

118-26  any other person on whose behalf the offering is to be made, or a

118-27  broker-dealer licensed under this chapter.

118-28    2.  Except as provided in subsection 3, a person filing a

118-29  registration statement shall pay a filing fee of one-tenth of 1 percent

118-30  of the maximum aggregate offering price at which the registered

118-31  securities are to be offered in this state, but not less than $350 or

118-32  more than $2,500. If a registration statement is withdrawn before the

118-33  effective date or a pre-effective order is entered under NRS 90.510,

118-34  the Administrator shall retain the fee.

118-35    3.  An open-end management company, a face amount

118-36  certificate company or a unit investment trust, as defined in the

118-37  Investment Company Act of 1940, may register an indefinite

118-38  amount of securities under a registration statement. The registrant

118-39  shall pay:

118-40    (a) A fee of $500 at the time of filing; and

118-41    (b) Within 60 days after the registrant’s fiscal year during which

118-42  its statement is effective, a fee of $2,000, or file a report on a form

118-43  the Administrator adopts, specifying its sale of securities to persons

118-44  in this state during the fiscal year and pay a fee of one-tenth of 1

118-45  percent of the aggregate sales price of the securities sold to persons

119-1  in this state, but the latter fee must not be less than $350 or more

119-2  than $2,500.

119-3     4.  Except as otherwise permitted by subsection 3, a statement

119-4  must specify:

119-5     (a) The amount of securities to be offered in this state and the

119-6  states in which a statement or similar [document] record in

119-7  connection with the offering has been or is to be filed; and

119-8     (b) Any adverse order, judgment or decree entered by a

119-9  securities agency or administrator in any state or by a court or the

119-10  Securities and Exchange Commission in connection with the

119-11  offering.

119-12    5.  A [document] record filed under this chapter as now or

119-13  previously in effect, within 5 years before the filing of a registration

119-14  statement, may be incorporated by reference in the registration

119-15  statement if the [document] record is currently accurate.

119-16    6.  The Administrator by regulation or order may permit the

119-17  omission of an item of information or [document] record from a

119-18  statement.

119-19    7.  In the case of a nonissuer offering, the Administrator may

119-20  not require information under NRS 90.510 or subsection 13 of this

119-21  section unless it is known to the person filing the registration

119-22  statement or to the person on whose behalf the offering is to be

119-23  made, or can be furnished by one of them without unreasonable

119-24  effort or expense.

119-25    8.  In the case of a registration under NRS 90.480 or 90.490 by

119-26  an issuer who has no public market for its shares and no significant

119-27  earnings from continuing operations during the last 5 years or any

119-28  shorter period of its existence, the Administrator by regulation or

119-29  order may require as a condition of registration that the following

119-30  securities be deposited in escrow for not more than 3 years:

119-31    (a) A security issued to a promoter within the 3 years

119-32  immediately before the offering or to be issued to a promoter for a

119-33  consideration substantially less than the offering price; and

119-34    (b) A security issued to a promoter for a consideration other

119-35  than cash, unless the registrant demonstrates that the value of the

119-36  noncash consideration received in exchange for the security is

119-37  substantially equal to the offering price for the security.

119-38  The Administrator by regulation may determine the conditions of an

119-39  escrow required under this subsection, but the Administrator may

119-40  not reject a depository solely because of location in another state.

119-41    9.  The Administrator by regulation may require as a condition

119-42  of registration under NRS 90.480 or 90.490 that the proceeds from

119-43  the sale of the registered security in this state be impounded until the

119-44  issuer receives a specified amount from the sale of the security. The

119-45  Administrator by regulation or order may determine the conditions

120-1  of an impounding arrangement required under this subsection, but

120-2  the Administrator may not reject a depository solely because of its

120-3  location in another state.

120-4     10.  If a security is registered pursuant to NRS 90.470 or

120-5  90.480, the prospectus filed under the Securities Act of 1933 must

120-6  be delivered to each purchaser in accordance with the requirements

120-7  of that act for the delivery of a prospectus.

120-8     11.  If a security is registered pursuant to NRS 90.490, an

120-9  offering [document] record containing information the

120-10  Administrator by regulation or order designates must be delivered to

120-11  each purchaser with or before the earliest of:

120-12    (a) The first written offer made to the purchaser by or for the

120-13  account of the issuer or another person on whose behalf the offering

120-14  is being made or by an underwriter or broker-dealer who is offering

120-15  part of an unsold allotment or subscription taken by it as a

120-16  participant in the distribution;

120-17    (b) Confirmation of a sale made by or for the account of a

120-18  person named in paragraph (a);

120-19    (c) Payment pursuant to a sale; or

120-20    (d) Delivery pursuant to a sale.

120-21    12.  Except for a registration statement under which an

120-22  indefinite amount of securities are registered as provided in

120-23  subsection 3, a statement remains effective for 1 year after its

120-24  effective date unless the Administrator by regulation extends the

120-25  period of effectiveness. A registration statement under which an

120-26  indefinite amount of securities are registered remains effective until

120-27  60 days after the beginning of the registrant’s next fiscal year

120-28  following the date the statement was filed. All outstanding securities

120-29  of the same class as a registered security are considered to be

120-30  registered for the purpose of a nonissuer transaction while the

120-31  registration statement is effective, unless the Administrator by

120-32  regulation or order provides otherwise. A registration statement may

120-33  not be withdrawn after its effective date if any of the securities

120-34  registered have been sold in this state, unless the Administrator by

120-35  regulation or order provides otherwise. No registration statement is

120-36  effective while an order is in effect under subsection 1 of

120-37  NRS 90.510.

120-38    13.  During the period that an offering is being made pursuant

120-39  to an effective registration statement, the Administrator by

120-40  regulation or order may require the person who filed the registration

120-41  statement to file reports, not more often than quarterly, to keep

120-42  reasonably current the information contained in the registration

120-43  statement and to disclose the progress of the offering.

120-44    14.  A registration statement filed under NRS 90.470 or 90.480

120-45  may be amended after its effective date to increase the securities

121-1  specified to be offered and sold. The amendment becomes effective

121-2  upon filing of the amendment and payment of an additional filing

121-3  fee of 3 times the fee otherwise payable, calculated in the manner

121-4  specified in subsection 2, with respect to the additional securities to

121-5  be offered and sold. The effectiveness of the amendment relates

121-6  back to the date or dates of sale of the additional securities being

121-7  registered.

121-8     15.  A registration statement filed under NRS 90.490 may be

121-9  amended after its effective date to increase the securities specified to

121-10  be offered and sold, if the public offering price and underwriters’

121-11  discounts and commissions are not changed from the respective

121-12  amounts which the Administrator was informed. The amendment

121-13  becomes effective when the Administrator so orders and relates

121-14  back to the date of sale of the additional securities being registered.

121-15  A person filing an amendment shall pay an additional filing fee of 3

121-16  times the fee otherwise payable, calculated in the manner specified

121-17  in subsection 2, with respect to the additional securities to be offered

121-18  and sold.

121-19    Sec. 225.  NRS 90.530 is hereby amended to read as follows:

121-20    90.530  The following transactions are exempt from NRS

121-21  90.460 and 90.560:

121-22    1.  An isolated nonissuer transaction, whether or not effected

121-23  through a broker-dealer.

121-24    2.  A nonissuer transaction in an outstanding security if the

121-25  issuer of the security has a class of securities subject to registration

121-26  under section 12 of the Securities Exchange Act of 1934, 15 U.S.C.

121-27  § 78l, and has been subject to the reporting requirements of section

121-28  13 or 15(c) of the Securities Exchange Act of 1934, 15 U.S.C. §§

121-29  78m and 78o(d), for not less than 90 days next preceding the

121-30  transaction, or has filed and maintained with the Administrator for

121-31  not less than 90 days preceding the transaction information, in such

121-32  form as the Administrator, by regulation, specifies, substantially

121-33  comparable to the information the issuer would be required to file

121-34  under section 12(b) or 12(g) of the Securities Exchange Act of 1934,

121-35  15 U.S.C. §§ 78l(b) and 78l(g), were the issuer to have a class of its

121-36  securities registered under section 12 of the Securities Exchange Act

121-37  of 1934, 15 U.S.C. § 78l, and paid a fee with the filing of $150.

121-38    3.  A nonissuer transaction by a sales representative licensed in

121-39  this state, in an outstanding security if:

121-40    (a) The security is sold at a price reasonably related to the

121-41  current market price of the security at the time of the transaction;

121-42    (b) The security does not constitute all or part of an unsold

121-43  allotment to, or subscription or participation by, a broker-dealer as

121-44  an underwriter of the security;

122-1     (c) At the time of the transaction, a recognized securities manual

122-2  designated by the Administrator by regulation or order contains the

122-3  names of the issuer’s officers and directors, a statement of the

122-4  financial condition of the issuer as of a date within the preceding 18

122-5  months, and a statement of income or operations for each of the last

122-6  2 years next preceding the date of the statement of financial

122-7  condition, or for the period as of the date of the statement of

122-8  financial condition if the period of existence is less than 2 years;

122-9     (d) The issuer of the security has not undergone a major

122-10  reorganization, merger or acquisition within the preceding 30 days

122-11  which is not reflected in the information contained in the manual;

122-12  and

122-13    (e) At the time of the transaction, the issuer of the security has a

122-14  class of equity security listed on the New York Stock Exchange,

122-15  American Stock Exchange or other exchange designated by the

122-16  Administrator, or on the National Market System of the National

122-17  Association of Securities Dealers Automated Quotation System. The

122-18  requirements of this paragraph do not apply if:

122-19        (1) The security has been outstanding for at least 180 days;

122-20        (2) The issuer of the security is actually engaged in business

122-21  and is not developing his business, in bankruptcy or in receivership;

122-22  and

122-23        (3) The issuer of the security has been in continuous

122-24  operation for at least 5 years.

122-25    4.  A nonissuer transaction in a security that has a fixed

122-26  maturity or a fixed interest or dividend provision if there has been

122-27  no default during the current fiscal year or within the 3 preceding

122-28  years, or during the existence of the issuer, and any predecessors if

122-29  less than 3 years, in the payment of principal, interest or dividends

122-30  on the security.

122-31    5.  A nonissuer transaction effected by or through a registered

122-32  broker-dealer pursuant to an unsolicited order or offer to purchase.

122-33    6.  A transaction between the issuer or other person on whose

122-34  behalf the offering of a security is made and an underwriter, or a

122-35  transaction among underwriters.

122-36    7.  A transaction in a bond or other evidence of indebtedness

122-37  secured by a real estate mortgage, deed of trust, personal property

122-38  security agreement, or by an agreement for the sale of real estate or

122-39  personal property, if the entire mortgage, deed of trust or agreement,

122-40  together with all the bonds or other evidences of indebtedness

122-41  secured thereby, is offered and sold as a unit.

122-42    8.  A transaction by an executor, administrator, sheriff, marshal,

122-43  receiver, trustee in bankruptcy, guardian or conservator.

122-44    9.  A transaction executed by a bona fide secured party without

122-45  the purpose of evading this chapter.

123-1     10.  An offer to sell or sale of a security to a financial or

123-2  institutional investor or to a broker-dealer.

123-3     11.  Except as otherwise provided in this subsection, a

123-4  transaction pursuant to an offer to sell securities of an issuer if:

123-5     (a) The transaction is part of an issue in which there are not

123-6  more than 25 purchasers in this state, other than those designated in

123-7  subsection 10, during any 12 consecutive months;

123-8     (b) No general solicitation or general advertising is used in

123-9  connection with the offer to sell or sale of the securities;

123-10    (c) No commission or other similar compensation is paid or

123-11  given, directly or indirectly, to a person, other than a broker-dealer

123-12  licensed or not required to be licensed under this chapter, for

123-13  soliciting a prospective purchaser in this state; and

123-14    (d) One of the following conditions is satisfied:

123-15        (1) The seller reasonably believes that all the purchasers in

123-16  this state, other than those designated in subsection 10, are

123-17  purchasing for investment; or

123-18        (2) Immediately before and immediately after the

123-19  transaction, the issuer reasonably believes that the securities of the

123-20  issuer are held by 50 or fewer beneficial owners, other than those

123-21  designated in subsection 10, and the transaction is part of an

123-22  aggregate offering that does not exceed $500,000 during any 12

123-23  consecutive months.

123-24  The Administrator by rule or order as to a security or transaction or

123-25  a type of security or transaction, may withdraw or further condition

123-26  the exemption set forth in this subsection or waive one or more of

123-27  the conditions of the exemption.

123-28    12.  An offer to sell or sale of a preorganization certificate or

123-29  subscription if:

123-30    (a) No commission or other similar compensation is paid or

123-31  given, directly or indirectly, for soliciting a prospective subscriber;

123-32    (b) No public advertising or general solicitation is used in

123-33  connection with the offer to sell or sale;

123-34    (c) The number of offers does not exceed 50;

123-35    (d) The number of subscribers does not exceed 10; and

123-36    (e) No payment is made by a subscriber.

123-37    13.  An offer to sell or sale of a preorganization certificate or

123-38  subscription issued in connection with the organization of a

123-39  depository institution if that organization is under the supervision of

123-40  an official or agency of a state or of the United States which has and

123-41  exercises the authority to regulate and supervise the organization of

123-42  the depository institution. For the purpose of this subsection, “under

123-43  the supervision of an official or agency” means that the official or

123-44  agency by law has authority to require disclosures to prospective

123-45  investors similar to those required under NRS 90.490, impound

124-1  proceeds from the sale of a preorganization certificate or

124-2  subscription until organization of the depository institution is

124-3  completed, and require refund to investors if the depository

124-4  institution does not obtain a grant of authority from the appropriate

124-5  official or agency.

124-6     14.  A transaction pursuant to an offer to sell to existing

124-7  security holders of the issuer, including persons who at the time of

124-8  the transaction are holders of transferable warrants exercisable

124-9  within not more than 90 days after their issuance, convertible

124-10  securities or nontransferable warrants, if:

124-11    (a) No commission or other similar compensation other than a

124-12  standby commission, is paid or given, directly or indirectly, for

124-13  soliciting a security holder in this state; or

124-14    (b) The issuer first files a notice specifying the terms of the offer

124-15  to sell, together with a nonrefundable fee of $150, and the

124-16  Administrator does not by order disallow the exemption within the

124-17  next 5 full business days.

124-18    15.  A transaction involving an offer to sell, but not a sale, of a

124-19  security not exempt from registration under the Securities Act of

124-20  1933, 15 U.S.C. §§ 77a et seq., if:

124-21    (a) A registration or offering statement or similar [document]

124-22  record as required under the Securities Act of 1933, 15 U.S.C. §§

124-23  77a et seq., has been filed, but is not effective;

124-24    (b) A registration statement, if required, has been filed under

124-25  this chapter, but is not effective; and

124-26    (c) No order denying, suspending or revoking the effectiveness

124-27  of registration, of which the offeror is aware, has been entered by

124-28  the Administrator or the Securities and Exchange Commission, and

124-29  no examination or public proceeding that may culminate in that kind

124-30  of order is known by the offeror to be pending.

124-31    16.  A transaction involving an offer to sell, but not a sale, of a

124-32  security exempt from registration under the Securities Act of 1933,

124-33  15 U.S.C. §§ 77a et seq., if:

124-34    (a) A registration statement has been filed under this chapter, but

124-35  is not effective; and

124-36    (b) No order denying, suspending or revoking the effectiveness

124-37  of registration, of which the offeror is aware, has been entered by

124-38  the Administrator and no examination or public proceeding that may

124-39  culminate in that kind of order is known by the offeror to be

124-40  pending.

124-41    17.  A transaction involving the distribution of the securities of

124-42  an issuer to the security holders of another person in connection

124-43  with a merger, consolidation, exchange of securities, sale of assets

124-44  or other reorganization to which the issuer, or its parent or

125-1  subsidiary, and the other person, or its parent or subsidiary, are

125-2  parties, if:

125-3     (a) The securities to be distributed are registered under the

125-4  Securities Act of 1933, 15 U.S.C. §§ 77a et seq., before the

125-5  consummation of the transaction; or

125-6     (b) The securities to be distributed are not required to be

125-7  registered under the Securities Act of 1933, 15 U.S.C. §§ 77a et

125-8  seq., written notice of the transaction and a copy of the materials, if

125-9  any, by which approval of the transaction will be solicited, together

125-10  with a nonrefundable fee of $150, are given to the Administrator at

125-11  least 10 days before the consummation of the transaction and the

125-12  Administrator does not, by order, disallow the exemption within the

125-13  next 10 days.

125-14    18.  A transaction involving the offer to sell or sale of one or

125-15  more promissory notes each of which is directly secured by a first

125-16  lien on a single parcel of real estate, or a transaction involving the

125-17  offer to sell or sale of participation interests in the notes if the notes

125-18  and participation interests are originated by a depository institution

125-19  and are offered and sold subject to the following conditions:

125-20    (a) The minimum aggregate sales price paid by each purchaser

125-21  may not be less than $250,000;

125-22    (b) Each purchaser must pay cash either at the time of the sale or

125-23  within 60 days after the sale; and

125-24    (c) Each purchaser may buy for his own account only.

125-25    19.  A transaction involving the offer to sell or sale of one or

125-26  more promissory notes directly secured by a first lien on a single

125-27  parcel of real estate or participating interests in the notes, if the

125-28  notes and interests are originated by a mortgagee approved by the

125-29  Secretary of Housing and Urban Development under sections 203

125-30  and 211 of the National Housing Act, 12 U.S.C. §§ 1709 and 1715b,

125-31  and are offered or sold, subject to the conditions specified in

125-32  subsection 18, to a depository institution or insurance company, the

125-33  Federal Home Loan Mortgage Corporation, the Federal National

125-34  Mortgage Association or the Government National Mortgage

125-35  Association.

125-36    20.  A transaction between any of the persons described in

125-37  subsection 19 involving a nonassignable contract to buy or sell the

125-38  securities described in subsection 18 if the contract is to be

125-39  completed within 2 years and if:

125-40    (a) The seller of the securities pursuant to the contract is one of

125-41  the parties described in subsection 18 or 19 who may originate

125-42  securities;

125-43    (b) The purchaser of securities pursuant to a contract is any

125-44  other person described in subsection 19; and

125-45    (c) The conditions described in subsection 18 are fulfilled.

126-1     21.  A transaction involving one or more promissory notes

126-2  secured by a lien on real estate, or participating interests in those

126-3  notes, by:

126-4     (a) A mortgage company licensed pursuant to chapter 645E of

126-5  NRS to engage in those transactions; or

126-6     (b) A mortgage broker licensed pursuant to chapter 645B of

126-7  NRS to engage in those transactions.

126-8     Sec. 226.  NRS 90.600 is hereby amended to read as follows:

126-9     90.600  It is unlawful for a person to make or cause to be made,

126-10  in a [document] record filed with the Administrator or in a

126-11  proceeding under this chapter a statement that the person knows or

126-12  has reasonable grounds to know is, at the time and in the light of the

126-13  circumstances under which it is made, false or misleading in a

126-14  material respect.

126-15    Sec. 227.  NRS 90.610 is hereby amended to read as follows:

126-16    90.610  1.  Neither the fact that an application for licensing or

126-17  a statement has been filed under this chapter, nor the fact that a

126-18  person is licensed or a security is registered under this chapter

126-19  constitutes a finding by the Administrator that any [document]

126-20  record filed under this chapter is true, complete and not misleading.

126-21  Neither of those facts nor the fact that an exemption or exception is

126-22  available for a security or a transaction means that the Administrator

126-23  has passed upon the merits or qualifications of, or recommended or

126-24  given approval to, any person, security or transaction.

126-25    2.  It is unlawful to make, or cause to be made, to a purchaser,

126-26  customer or client a representation inconsistent with subsection 1.

126-27    Sec. 228.  NRS 90.620 is hereby amended to read as follows:

126-28    90.620  1.  The Administrator may make an investigation,

126-29  within or outside of this state, as he finds necessary to determine

126-30  whether a person has violated or is about to violate this chapter or

126-31  any regulation or order of the Administrator under this chapter or to

126-32  aid in enforcement of this chapter.

126-33    2.  Except as otherwise provided in subsection 4 of NRS

126-34  90.730, the Administrator may publish information concerning a

126-35  violation of this chapter or a regulation or order of the Administrator

126-36  under this chapter or concerning types of securities or acts or

126-37  practices in the offer, sale or purchase of types of securities which

126-38  may operate as a fraud or deceit.

126-39    3.  For the purposes of an investigation or proceeding under this

126-40  chapter the Administrator or any officer or employee designated by

126-41  the Administrator by regulation, order or written direction may

126-42  conduct hearings, administer oaths and affirmations, render findings

126-43  of fact and conclusions of law, subpoena witnesses, compel their

126-44  attendance, take evidence and require the production, by subpoena

126-45  or otherwise, of books, papers, correspondence, memoranda,

127-1  agreements or other [documents or] records which the Administrator

127-2  determines to be relevant or material to the investigation or

127-3  proceeding. A person whom the Administrator does not consider to

127-4  be the subject of an investigation is entitled to reimbursement at the

127-5  rate of 25 cents per page for copies of [documents] records which

127-6  he is required by subpoena to produce. The Administrator may

127-7  require or permit a person to file a statement, under oath or

127-8  otherwise as the Administrator determines, as to the facts and

127-9  circumstances concerning the matter to be investigated.

127-10    4.  If the activities constituting an alleged violation for which

127-11  the information is sought would be a violation of this chapter had

127-12  the activities occurred in this state, the Administrator may issue and

127-13  apply to enforce subpoenas in this state at the request of a securities

127-14  agency or administrator of another state.

127-15    5.  If a person does not testify or produce the [documents]

127-16  records required by the Administrator or a designated officer or

127-17  employee pursuant to subpoena, the Administrator or designated

127-18  officer or employee may apply to the court for an order compelling

127-19  compliance. A request for an order of compliance may be addressed

127-20  to:

127-21    (a) The district court in and for the county where service may be

127-22  obtained on the person refusing to testify or produce, if the person is

127-23  subject to service of process in this state; or

127-24    (b) A court of another state having jurisdiction over the person

127-25  refusing to testify or produce, if the person is not subject to service

127-26  of process in this state.

127-27    6.  Not later than the time the Administrator requests an order

127-28  for compliance, the Administrator shall either send notice of the

127-29  request by registered or certified mail, return receipt requested, to

127-30  the respondent at the last known address or take other steps

127-31  reasonably calculated to give the respondent actual notice.

127-32    Sec. 229.  NRS 90.730 is hereby amended to read as follows:

127-33    90.730  1.  Except as otherwise provided in subsection 2,

127-34  information and [documents] records filed with or obtained by the

127-35  Administrator are public information and are available for public

127-36  examination.

127-37    2.  Except as otherwise provided in subsections 3 and 4, the

127-38  following information and [documents] records do not constitute

127-39  public information under subsection 1 and are confidential:

127-40    (a) Information or [documents] records obtained by the

127-41  Administrator in connection with an investigation concerning

127-42  possible violations of this chapter; and

127-43    (b) Information or [documents] records filed with the

127-44  Administrator in connection with a registration statement filed under

127-45  this chapter or a report under NRS 90.390 which constitute trade

128-1  secrets or commercial or financial information of a person for which

128-2  that person is entitled to and has asserted a claim of privilege or

128-3  confidentiality authorized by law.

128-4     3.  The Administrator may submit any information or evidence

128-5  obtained in connection with an investigation to the Attorney General

128-6  or appropriate district attorney for the purpose of prosecuting a

128-7  criminal action under this chapter.

128-8     4.  The Administrator may disclose any information obtained in

128-9  connection with an investigation pursuant to NRS 90.620 to the

128-10  agencies and administrators specified in subsection 1 of NRS 90.740

128-11  but only if disclosure is provided for the purpose of a civil,

128-12  administrative or criminal investigation or proceeding, and the

128-13  receiving agency or administrator represents in writing that under

128-14  applicable law protections exist to preserve the integrity,

128-15  confidentiality and security of the information.

128-16    5.  This chapter does not create any privilege or diminish any

128-17  privilege existing at common law, by statute, regulation or

128-18  otherwise.

128-19    Sec. 230.  NRS 90.740 is hereby amended to read as follows:

128-20    90.740  1.  To encourage uniform interpretation and

128-21  administration of this chapter and effective securities regulation and

128-22  enforcement, the Administrator and the employees of the Division

128-23  may cooperate with the securities agencies or administrator of one

128-24  or more states, Canadian provinces or territories, or another country,

128-25  the Securities and Exchange Commission, the Commodity Futures

128-26  Trading Commission, the Securities Investor Protection

128-27  Corporation, any self-regulatory organization, any national or

128-28  international organization of securities officers or agencies and any

128-29  governmental law enforcement or regulatory agency.

128-30    2.  The cooperation authorized by subsection 1 includes:

128-31    (a) Establishing a central depository for licensing or registration

128-32  under this chapter and for [documents or] records required or

128-33  allowed to be maintained under this chapter;

128-34    (b) Making a joint examination or investigation for licensing or

128-35  registration;

128-36    (c) Holding a joint administrative hearing;

128-37    (d) Filing and prosecuting a joint civil or administrative

128-38  proceeding;

128-39    (e) Sharing and exchanging personnel;

128-40    (f) Sharing and exchanging information and [documents]

128-41  records subject to the restrictions of NRS 90.730; and

128-42    (g) Formulating, in accordance with chapter 233B of NRS,

128-43  regulations or proposed regulations on matters, statements of policy,

128-44  guidelines and interpretative opinions and releases.

 

129-1     Sec. 231.  NRS 90.820 is hereby amended to read as follows:

129-2     90.820  1.  The Administrator may use emergency

129-3  administrative proceedings in a situation involving an immediate

129-4  danger to the public welfare requiring immediate action.

129-5     2.  The Administrator may take only such action as is necessary

129-6  to prevent or avoid the immediate danger to the public welfare that

129-7  justifies use of emergency administrative proceedings.

129-8     3.  The Administrator shall issue an order, including a brief

129-9  statement of findings of fact, conclusions of law, and if it is an

129-10  exercise of the agency’s discretion, reasons of policy for the

129-11  decision to justify the determination of an immediate danger and his

129-12  decision to take the specific action.

129-13    4.  The Administrator shall give such notice as is practicable to

129-14  persons who are required to comply with the order. The order is

129-15  effective when issued.

129-16    5.  After issuing an order under this section, the Administrator

129-17  shall proceed as quickly as feasible to complete proceedings that

129-18  would be required under chapter 233B of NRS if the matter did not

129-19  involve an immediate danger.

129-20    6.  The record of the Administrator consists of the [documents]

129-21  records regarding the matter that were considered or prepared by

129-22  him. He shall maintain these [documents] records as the official

129-23  record.

129-24    7.  Unless otherwise required by law, the Administrator’s

129-25  record need not constitute the exclusive basis for his action in

129-26  emergency administrative proceedings or for judicial review of the

129-27  action.

129-28    8.  An order issued under this section is subject to judicial

129-29  review in the manner provided in chapter 233B of NRS for the final

129-30  decision in a contested case.

129-31    Sec. 232.  NRS 90.847 is hereby amended to read as follows:

129-32    90.847  The Administrator may, by regulation or order, approve

129-33  systems for the electronic delivery of [documents] records and

129-34  applications to the Administrator or his designee or to the principal

129-35  office of the Administrator.

129-36    Sec. 233.  Chapter 91 of NRS is hereby amended by adding

129-37  thereto a new section to read as follows:

129-38    “Record” means information that is inscribed on a tangible

129-39  medium or that is stored in an electronic or other medium and is

129-40  retrievable in perceivable form.

129-41    Sec. 234.  NRS 91.020 is hereby amended to read as follows:

129-42    91.020  As used in this chapter, unless the context otherwise

129-43  requires, the words and terms defined in NRS 91.030 to 91.150,

129-44  inclusive, and section 233 of this act have the meanings ascribed to

129-45  them in those sections.

130-1     Sec. 235.  NRS 91.160 is hereby amended to read as follows:

130-2     91.160  1.  This chapter must be administered by the

130-3  Administrator of the Securities Division of the Office of the

130-4  Secretary of State.

130-5     2.  It is unlawful for the Administrator or any employee of the

130-6  Administrator to use for personal benefit any information which is

130-7  filed with or obtained by the Administrator and which is not made

130-8  public. It is unlawful for the Administrator or any employee of the

130-9  Administrator to conduct any dealings regarding a security or

130-10  commodity based upon any such information, even though made

130-11  public, if there has not been a sufficient period of time for the

130-12  securities or commodity markets to assimilate such information.

130-13    3.  Except as otherwise provided in subsection 4, all

130-14  information and materials collected, assembled or maintained by the

130-15  Administrator are public records.

130-16    4.  The following information is confidential:

130-17    (a) Information obtained in private investigations pursuant to

130-18  NRS 91.300; and

130-19    (b) Information obtained from federal agencies which may not

130-20  be disclosed under federal law.

130-21    5.  The Administrator in his discretion may disclose any

130-22  information made confidential under subsection 4 to persons

130-23  identified in subsection 1 of NRS 91.170.

130-24    6.  No provision of this chapter either creates or derogates any

130-25  privilege which exists at common law, by statute or otherwise when

130-26  any [documentary] record or other evidence is sought under

130-27  subpoena directed to the Administrator or any employee of the

130-28  Administrator.

130-29    Sec. 236.  NRS 91.170 is hereby amended to read as follows:

130-30    91.170  1.  To encourage uniform application and

130-31  interpretation of this chapter and regulation and enforcement of

130-32  securities laws in general, the Administrator and the employees of

130-33  the Administrator may cooperate, including bearing the expense

130-34  of the cooperation, with the securities agency or administrator of

130-35  another jurisdiction, Canadian province or territory, the Commodity

130-36  Futures Trading Commission, the Securities and Exchange

130-37  Commission, any self-regulatory organization established under the

130-38  Commodity Exchange Act or the Securities Exchange Act of 1934,

130-39  any national or international organization of officers or agencies

130-40  which regulate commodities or securities, and any governmental law

130-41  enforcement agency.

130-42    2.  The cooperation authorized by subsection 1 includes, but is

130-43  not limited to, the following:

130-44    (a) Making joint examinations or investigations;

130-45    (b) Holding joint administrative hearings;

131-1     (c) Filing and prosecuting joint litigation;

131-2     (d) Sharing and exchanging personnel;

131-3     (e) Sharing and exchanging information and [documents;]

131-4  records;

131-5     (f) Formulating and adopting mutual regulations, statements of

131-6  policy, guidelines, proposed statutory changes and releases; and

131-7     (g) Issuing and enforcing subpoenas at the request of the agency

131-8  administering this chapter in another jurisdiction, the securities

131-9  agency of another jurisdiction, the Commodity Futures Trading

131-10  Commission or the Securities and Exchange Commission if the

131-11  information sought would also be subject to lawful subpoena for

131-12  conduct occurring in this state.

131-13    Sec. 237.  NRS 91.210 is hereby amended to read as follows:

131-14    91.210  1.  The prohibitions in NRS 91.190 do not apply to the

131-15  following:

131-16    (a) An account, agreement or transaction within the exclusive

131-17  jurisdiction of the Commodity Futures Trading Commission granted

131-18  under the Commodity Exchange Act.

131-19    (b) A commodity contract for the purchase of one or more

131-20  precious metals which requires, and under which the purchaser

131-21  receives, within 7 calendar days after the payment of any portion of

131-22  the purchase price, physical delivery of the quantity of the precious

131-23  metals purchased by the payment. For purposes of this paragraph,

131-24  physical delivery shall be deemed to have occurred if, within the 7-

131-25  day period, the quantity of precious metals purchased by the

131-26  payment is delivered, whether in specifically segregated or fungible

131-27  bulk form, into the possession of a depository other than the seller

131-28  which is either:

131-29        (1) A financial institution;

131-30        (2) A depository the warehouse receipts of which are

131-31  recognized for delivery purposes for any commodity on a contract

131-32  market designated by the Commodity Futures Trading Commission;

131-33        (3) A storage facility licensed or regulated by the United

131-34  States or any agency thereof; or

131-35        (4) A depository designated by the Administrator,

131-36  and the depository issues, and the purchaser receives, a certificate,

131-37  [document] record of title, confirmation or other instrument

131-38  evidencing that such a quantity of precious metals has been

131-39  delivered to the depository and is being and will continue to be held

131-40  by the depository on the purchaser’s behalf, free and clear of all

131-41  liens and encumbrances, other than liens of the purchaser, tax liens,

131-42  liens agreed to by the purchaser, or liens of the depository for fees

131-43  and expenses, which have previously been disclosed to the

131-44  purchaser.

132-1     (c) A commodity contract solely between persons engaged in

132-2  producing, processing, using commercially or handling as

132-3  merchants, each commodity subject thereto, or any by-product

132-4  thereof.

132-5     (d) A commodity contract under which the offeree or the

132-6  purchaser is a person referred to in NRS 91.200, an insurance

132-7  company, an investment company as defined in the Investment

132-8  Company Act of 1940, or an employee pension and profit-sharing or

132-9  benefit plan, other than a self-employed individual retirement plan

132-10  or individual retirement account.

132-11    2.  The Administrator may adopt regulations or issue orders

132-12  prescribing the terms and conditions of all transactions and contracts

132-13  covered by the provisions of this chapter which are not within the

132-14  exclusive jurisdiction of the Commodity Futures Trading

132-15  Commission granted by the Commodity Exchange Act, exempting

132-16  any person or transaction from any provision of this chapter

132-17  conditionally or unconditionally and otherwise implementing the

132-18  provisions of this chapter for the protection of purchasers and sellers

132-19  of commodities.

132-20    Sec. 238.  NRS 91.300 is hereby amended to read as follows:

132-21    91.300  1.  The Administrator may make investigations, within

132-22  or outside of this state, as he finds necessary or appropriate to:

132-23    (a) Determine whether any person has violated, or is about to

132-24  violate, any provision of this chapter or any regulation or order of

132-25  the Administrator; or

132-26    (b) Aid in the enforcement of this chapter.

132-27    2.  The Administrator may publish information concerning any

132-28  violation of this chapter or any regulation or order of the

132-29  Administrator.

132-30    3.  For the purposes of any investigation or proceeding under

132-31  this chapter, the Administrator, or an officer or employee designated

132-32  by the Administrator, may administer oaths and affirmations,

132-33  subpoena witnesses, compel their attendance, take evidence and

132-34  require the production of any books, papers, correspondence,

132-35  memoranda, agreements or other [documents or] records which the

132-36  Administrator finds to be relevant or material to the inquiry.

132-37    4.  If a person does not give testimony or produce the

132-38  [documents] records required by the Administrator or a designated

132-39  officer or employee pursuant to an administrative subpoena, the

132-40  Administrator or designated officer or employee may apply for a

132-41  court order compelling compliance with the subpoena or the giving

132-42  of the required testimony.

132-43    5.  The request for an order of compliance may be addressed to

132-44  either:

132-45    (a) The District Court for the First Judicial District;

133-1     (b) The district court for any judicial district where service may

133-2  be obtained on the person refusing to testify or produce, if the

133-3  person is within this state; or

133-4     (c) The appropriate court of the state having jurisdiction over the

133-5  person refusing to testify or produce, if the person is outside of this

133-6  state.

133-7     6.  If the activities constituting an alleged violation for which

133-8  the information is sought would be a violation of this chapter had

133-9  the activities occurred in this state, the Administrator may issue and

133-10  apply to enforce subpoenas, in the manner set forth in subsection 5,

133-11  in this state at the request of a securities agency or administrator of

133-12  another state.

133-13    Sec. 239.  Chapter 92A of NRS is hereby amended by adding

133-14  thereto the provisions set forth as sections 240 to 244, inclusive, of

133-15  this act.

133-16    Sec. 240.  “Articles,” “articles of incorporation” and

133-17  “certificate of incorporation” are synonymous terms and unless

133-18  the context otherwise requires, include all certificates filed

133-19  pursuant to NRS 78.030, 78.1955, 78.209, 78.380, 78.385 and

133-20  78.390 and any articles of merger, conversion, exchange or

133-21  domestication filed pursuant to NRS 92A.200 to 92A.240,

133-22  inclusive, or 92A.270. Unless the context otherwise requires, these

133-23  terms include restated articles and certificates of incorporation.

133-24    Sec. 241.  “Charter document” means the articles of

133-25  incorporation of a foreign corporation, whether or not for profit,

133-26  the articles of incorporation of a domestic corporation and a

133-27  domestic nonprofit corporation, the articles of organization of a

133-28  limited-liability company, the certificate of limited partnership of a

133-29  limited partnership or the certificate of trust of a business trust

133-30  and all amendments thereto.

133-31    Sec. 242.  “Record” means information that is inscribed on a

133-32  tangible medium or that is stored in an electronic or other medium

133-33  and is retrievable in perceivable form.

133-34    Sec. 243.  “Sign” means to affix a signature to a record.

133-35    Sec. 244.  “Signature” means a name, word, symbol or mark

133-36  executed or otherwise adopted, or a record encrypted or similarly

133-37  processed in whole or in part, by a person with the present intent

133-38  to identify himself and adopt or accept a record. The term

133-39  includes, without limitation, an electronic signature as defined in

133-40  NRS 719.100.

133-41    Sec. 245.  NRS 92A.005 is hereby amended to read as follows:

133-42    92A.005  As used in this chapter, unless the context otherwise

133-43  requires, the words and terms defined in NRS 92A.007 to 92A.090,

133-44  inclusive, and sections 240 to 244, inclusive, of this act have the

133-45  meanings ascribed to them in those sections.

134-1     Sec. 246.  NRS 92A.045 is hereby amended to read as follows:

134-2     92A.045  “Entity” means a foreign or domestic [corporation,] :

134-3     1.  Corporation, whether or not for profit[, limited-liability

134-4  company, limited] ;

134-5     2.  Limited-liability company;

134-6     3.  Limited partnership ; or [business]

134-7     4.  Business trust.

134-8     Sec. 247.  NRS 92A.100 is hereby amended to read as follows:

134-9     92A.100  1.  Except as limited by NRS 78.411 to 78.444,

134-10  inclusive, one or more domestic entities may merge into another

134-11  entity if the plan of merger is approved pursuant to the provisions of

134-12  this chapter.

134-13    2.  [The] Except as otherwise provided in NRS 92A.180, the

134-14  plan of merger must set forth:

134-15    (a) The name, address and jurisdiction of organization and

134-16  governing law of each constituent entity;

134-17    (b) The name, jurisdiction of organization and kind of entity or

134-18  entities that will survive the merger;

134-19    (c) The terms and conditions of the merger; and

134-20    (d) The manner and basis of converting the owner’s interests of

134-21  each constituent entity into owner’s interests, rights to purchase

134-22  owner’s interests, or other securities of the surviving or other entity

134-23  or into cash or other property in whole or in part.

134-24    3.  The plan of merger may set forth:

134-25    (a) Amendments to the constituent documents of the surviving

134-26  entity; and

134-27    (b) Other provisions relating to the merger.

134-28    4.  The plan of merger must be in writing.

134-29    Sec. 248.  NRS 92A.105 is hereby amended to read as follows:

134-30    92A.105  1.  Except as limited by NRS 78.411 to 78.444,

134-31  inclusive, one domestic general partnership or one domestic entity,

134-32  except a domestic nonprofit corporation, may convert into a

134-33  domestic entity of a different type or a foreign entity if the plan of

134-34  conversion is approved pursuant to the provisions of this chapter.

134-35    2.  The plan of conversion must be in writing and set forth the:

134-36    (a) Name of the constituent entity and the proposed name for the

134-37  resulting entity;

134-38    (b) Address of the constituent entity and the resulting entity;

134-39    (c) Jurisdiction of the law that governs the constituent entity;

134-40    (d) Jurisdiction of the law that will govern the resulting entity;

134-41    (e) Terms and conditions of the conversion;

134-42    (f) Manner and basis of converting the owner’s interest or the

134-43  interest of a partner in a general partnership of the constituent entity

134-44  into owner’s interests, rights of purchase and other securities in the

134-45  resulting entity; and

135-1     (g) Full text of the constituent documents of the resulting entity.

135-2     3.  The plan of conversion may set forth other provisions

135-3  relating to the conversion.

135-4     Sec. 249.  NRS 92A.120 is hereby amended to read as follows:

135-5     92A.120  1.  After adopting a plan of merger, exchange or

135-6  conversion, the board of directors of each domestic corporation that

135-7  is a constituent entity in the merger or conversion, or the board of

135-8  directors of the domestic corporation whose shares will be acquired

135-9  in the exchange, must submit the plan of merger, except as

135-10  otherwise provided in NRS 92A.130, the plan of conversion or the

135-11  plan of exchange for approval by its stockholders who are entitled to

135-12  vote on the plan.

135-13    2.  For a plan of merger, conversion or exchange to be

135-14  approved:

135-15    (a) The board of directors must recommend the plan of merger,

135-16  conversion or exchange to the stockholders, unless the board of

135-17  directors determines that because of a conflict of interest or other

135-18  special circumstances it should make no recommendation and it

135-19  communicates the basis for its determination to the stockholders

135-20  with the plan; and

135-21    (b) The stockholders entitled to vote must approve the plan.

135-22    3.  The board of directors may condition its submission of the

135-23  proposed merger, conversion or exchange on any basis.

135-24    4.  Unless the plan of merger, conversion or exchange is

135-25  approved by the written consent of stockholders pursuant to

135-26  subsection [8,] 7, the domestic corporation must notify each

135-27  stockholder, whether or not he is entitled to vote, of the proposed

135-28  stockholders’ meeting in accordance with NRS 78.370. The notice

135-29  must also state that the purpose, or one of the purposes, of the

135-30  meeting is to consider the plan of merger, conversion or exchange

135-31  and must contain or be accompanied by a copy or summary of the

135-32  plan.

135-33    5.  Unless this chapter, the articles of incorporation, the

135-34  resolutions of the board of directors establishing the class or series

135-35  of stock[, subsection 6] or the board of directors acting pursuant to

135-36  subsection 3 require a greater vote or a vote by classes of

135-37  stockholders, the plan of merger or conversion must be approved by

135-38  a majority of the voting power of the stockholders.

135-39    6.  Unless the articles of incorporation or the resolution of the

135-40  board of directors establishing a class or series of stock provide

135-41  otherwise, or unless the board of directors acting pursuant to

135-42  subsection 3 requires a greater vote, the plan of exchange must be

135-43  approved by a majority of the voting power of each class and each

135-44  series to be exchanged pursuant to the plan of exchange.

136-1     7.  [In addition to any other vote required, if a plan of merger

136-2  contains an amendment to the articles of incorporation of the

136-3  surviving domestic corporation or if a plan of conversion provides

136-4  for a resulting entity with constituent documents, that adversely alter

136-5  or change any preference or other right given to any class or series

136-6  of outstanding stock of the surviving domestic corporation, then the

136-7  plan of merger or conversion must be approved by the vote of

136-8  stockholders representing a majority of the voting power of each

136-9  class or series adversely affected by the amendment or the

136-10  constituent documents, regardless of limitations or restrictions on

136-11  the voting power of that class or series of stock.

136-12    8.]  Unless otherwise provided in the articles of incorporation or

136-13  the bylaws of the domestic corporation, the plan of merger,

136-14  conversion or exchange may be approved by written consent as

136-15  provided in NRS 78.320.

136-16    [9.] 8.  If an officer, director or stockholder of a domestic

136-17  corporation, which will be the constituent entity in a conversion,

136-18  will have any liability for the obligations of the resulting entity after

136-19  the conversion because he will be the owner of an owner’s interest

136-20  in the resulting entity, then that officer, director or stockholder must

136-21  also approve the plan of conversion.

136-22    [10.] 9.  Unless otherwise provided in the articles of

136-23  incorporation or bylaws of a domestic corporation, a plan of merger,

136-24  conversion or exchange may contain a provision that permits

136-25  amendment of the plan of merger, conversion or exchange at any

136-26  time after the stockholders of the domestic corporation approve the

136-27  plan of merger, conversion or exchange, but before the articles of

136-28  merger, conversion or exchange become effective, without obtaining

136-29  the approval of the stockholders of the domestic corporation for the

136-30  amendment if the amendment does not:

136-31    (a) Alter or change the manner or basis of exchanging an

136-32  owner’s interest to be acquired for owner’s interests, rights to

136-33  purchase owner’s interests, or other securities of the acquiring entity

136-34  or any other entity, or for cash or other property in whole or in part;

136-35  or

136-36    (b) Alter or change any of the terms and conditions of the plan

136-37  of merger, conversion or exchange in a manner that adversely

136-38  affects the stockholders of the domestic corporation.

136-39    [11.] 10.  This section does not prevent or restrict a board of

136-40  directors from cancelling the proposed meeting or removing the plan

136-41  of merger, conversion or exchange from consideration at the

136-42  meeting if the board of directors determines that it is not advisable

136-43  to submit the plan of merger, conversion or exchange to the

136-44  stockholders for approval.

 

137-1     Sec. 250.  NRS 92A.165 is hereby amended to read as follows:

137-2     92A.165  Unless otherwise provided in the certificate of trust or

137-3  governing instrument of a domestic business trust, a plan of merger,

137-4  conversion or exchange must be approved by all the trustees and

137-5  beneficial owners of each domestic business trust that is a

137-6  constituent entity in the merger.

137-7     Sec. 251.  NRS 92A.190 is hereby amended to read as follows:

137-8     92A.190  1.  One or more foreign entities may merge or enter

137-9  into an exchange of owner’s interests with one or more domestic

137-10  entities if:

137-11    (a) In a merger, the merger is permitted by the law of the

137-12  jurisdiction under whose law each foreign entity is organized and

137-13  governed and each foreign entity complies with that law in effecting

137-14  the merger;

137-15    (b) In an exchange, the entity whose owner’s interests will be

137-16  acquired is a domestic entity, whether or not an exchange of

137-17  owner’s interests is permitted by the law of the jurisdiction under

137-18  whose law the acquiring entity is organized;

137-19    (c) The foreign entity complies with NRS 92A.200 to 92A.240,

137-20  inclusive, if it is the surviving entity in the merger or acquiring

137-21  entity in the exchange and sets forth in the articles of merger or

137-22  exchange its address where copies of process may be sent by the

137-23  Secretary of State; and

137-24    (d) Each domestic entity complies with the applicable provisions

137-25  of NRS 92A.100 to 92A.180, inclusive, and, if it is the surviving

137-26  entity in the merger or acquiring entity in the exchange, with NRS

137-27  92A.200 to 92A.240, inclusive.

137-28    2.  When the merger or exchange takes effect, the surviving

137-29  foreign entity in a merger and the acquiring foreign entity in an

137-30  exchange shall be deemed:

137-31    (a) To appoint the Secretary of State as its agent for service of

137-32  process in a proceeding to enforce any obligation which accrued

137-33  before the merger or exchange became effective or the rights of

137-34  dissenting owners of each domestic entity that was a party to the

137-35  merger or exchange. Service of such process must be made by

137-36  personally delivering to and leaving with the Secretary of State

137-37  duplicate copies of the process and the payment of a fee of $50 for

137-38  accepting and transmitting the process. The Secretary of State shall

137-39  forthwith send by registered or certified mail one of the copies to

137-40  the surviving or acquiring entity at its specified address, unless the

137-41  surviving or acquiring entity has designated in writing to the

137-42  Secretary of State a different address for that purpose, in which case

137-43  it must be mailed to the last address so designated.

137-44    (b) To agree that it will promptly pay to the dissenting owners of

137-45  each domestic entity that is a party to the merger or exchange the

138-1  amount, if any, to which they are entitled under or created pursuant

138-2  to NRS 92A.300 to 92A.500, inclusive.

138-3     3.  This section does not limit the power of a foreign entity to

138-4  acquire all or part of the owner’s interests of one or more classes or

138-5  series of a domestic entity through a voluntary exchange or

138-6  otherwise.

138-7     Sec. 252.  NRS 92A.200 is hereby amended to read as follows:

138-8     92A.200  After a plan of merger or exchange is approved as

138-9  required by this chapter, the surviving or acquiring entity shall

138-10  deliver to the Secretary of State for filing articles of merger or

138-11  exchange setting forth:

138-12    1.  The name and jurisdiction of organization of each

138-13  constituent entity;

138-14    2.  That a plan of merger or exchange has been adopted by each

138-15  constituent entity;

138-16    3.  If approval of the owners of one or more constituent entities

138-17  was not required, a statement to that effect and the name of each

138-18  entity;

138-19    4.  If approval of owners of one or more constituent entities was

138-20  required, the name of each entity and a statement for each entity that

138-21  [:

138-22    (a) The] the plan was approved by the required consent of the

138-23  owners; [or

138-24    (b) A plan was submitted to the owners pursuant to this chapter

138-25  including:

138-26        (1) The designation, percentage of total vote or number of

138-27  votes entitled to be cast by each class of owner’s interests entitled to

138-28  vote separately on the plan; and

138-29        (2) Either the total number of votes or percentage of owner’s

138-30  interests cast for and against the plan by the owners of each class of

138-31  interests entitled to vote separately on the plan or the total number

138-32  of undisputed votes or undisputed total percentage of owner’s

138-33  interests cast for the plan separately by the owners of each

138-34  class,

138-35  and the number of votes or percentage of owner’s interests cast for

138-36  the plan by the owners of each class of interests was sufficient for

138-37  approval by the owners of that class;]

138-38    5.  In the case of a merger, the amendment, if any, to the

138-39  [articles of incorporation, articles of organization, certificate of

138-40  limited partnership or certificate of trust] charter document of the

138-41  surviving entity, which amendment may be set forth in the articles

138-42  of merger as a specific amendment or in the form of[:

138-43    (a) Amended and restated articles of incorporation;

138-44    (b) Amended and restated articles of organization;

139-1     (c) An amended and restated certificate of limited partnership;

139-2  or

139-3     (d) An] an amended and restated [certificate of trust,] charter

139-4  document or attached in that form as an exhibit; and

139-5     6.  If the entire plan of merger or exchange is not set forth, a

139-6  statement that the complete [executed] signed plan of merger or

139-7  plan of exchange is on file at the registered office if a corporation,

139-8  limited-liability company or business trust, or office described in

139-9  paragraph (a) of subsection 1 of NRS 88.330 if a limited

139-10  partnership, or other place of business of the surviving entity or the

139-11  acquiring entity, respectively.

139-12    7.  Any of the terms of the plan of merger, conversion or

139-13  exchange may be made dependent upon facts ascertainable outside

139-14  of the plan of merger, conversion or exchange, provided that the

139-15  plan of merger, conversion or exchange clearly and expressly sets

139-16  forth the manner in which such facts shall operate upon the terms of

139-17  the plan. As used in this section, the term “facts” includes, without

139-18  limitation, the occurrence of an event, including a determination or

139-19  action by a person or body, including a constituent entity.

139-20    Sec. 253.  NRS 92A.205 is hereby amended to read as follows:

139-21    92A.205  1.  After a plan of conversion is approved as

139-22  required by this chapter, if the resulting entity is a domestic entity,

139-23  the constituent entity shall deliver to the Secretary of State for filing:

139-24    (a) Articles of conversion setting forth:

139-25        (1) The name and jurisdiction of organization of the

139-26  constituent entity and the resulting entity; and

139-27        (2) That a plan of conversion has been adopted by the

139-28  constituent entity in compliance with the law of the jurisdiction

139-29  governing the constituent entity.

139-30    (b) The [following constituent] charter document of the

139-31  domestic resulting entity[:

139-32        (1) If the resulting entity is a domestic corporation, the

139-33  articles of incorporation filed in compliance with chapter 78 or 89 of

139-34  NRS, as applicable;

139-35        (2) If the resulting entity is a domestic limited partnership,

139-36  the certificate of limited partnership filed in compliance with

139-37  chapter 88 of NRS;

139-38        (3) If the resulting entity is a domestic limited-liability

139-39  company, the articles of organization filed in compliance with

139-40  chapter 86 of NRS; or

139-41        (4) If the resulting entity is a domestic business trust, the

139-42  certificate of trust filed in compliance with] required by the

139-43  applicable provisions of chapter 78, 86, 88, 88A or 89 of NRS.

140-1     (c) A certificate of acceptance of appointment of a resident

140-2  agent for the resulting entity which is [executed] signed by the

140-3  resident agent.

140-4     2.  After a plan of conversion is approved as required by this

140-5  chapter, if the resulting entity is a foreign entity, the constituent

140-6  entity shall deliver to the Secretary of State for filing articles of

140-7  conversion setting forth:

140-8     (a) The name and jurisdiction of organization of the constituent

140-9  entity and the resulting entity;

140-10    (b) That a plan of conversion has been adopted by the

140-11  constituent entity in compliance with the laws of this state; and

140-12    (c) The address of the resulting entity where copies of process

140-13  may be sent by the Secretary of State.

140-14    3.  If the entire plan of conversion is not set forth in the articles

140-15  of conversion, the filing party must include in the articles of

140-16  conversion a statement that the complete [executed] signed plan

140-17  of conversion is on file at the registered office or principal place of

140-18  business of the resulting entity or, if the resulting entity is a

140-19  domestic limited partnership, the office described in paragraph (a)

140-20  of subsection 1 of NRS 88.330.

140-21    4.  If the conversion takes effect on a later date specified in the

140-22  articles of conversion pursuant to NRS 92A.240, the [constituent]

140-23  charter document filed with the Secretary of State pursuant to

140-24  paragraph (b) of subsection 1 must state the name and the

140-25  jurisdiction of the constituent entity and that the existence of the

140-26  resulting entity does not begin until the later date.

140-27    5.  Any [documents] records filed with the Secretary of State

140-28  pursuant to this section must be accompanied by the fees required

140-29  pursuant to this title for filing the [constituent] charter document.

140-30    Sec. 254.  NRS 92A.210 is hereby amended to read as follows:

140-31    92A.210  1.  Except as otherwise provided in this section, the

140-32  fee for filing articles of merger, articles of conversion, articles of

140-33  exchange, articles of domestication or articles of termination is

140-34  $325. The fee for filing the [constituent] charter documents of a

140-35  domestic resulting entity is the fee for filing the [constituent]

140-36  charter documents determined by the chapter of NRS governing the

140-37  particular domestic resulting entity.

140-38    2.  The fee for filing articles of merger of two or more domestic

140-39  corporations is the difference between the fee computed at the rates

140-40  specified in NRS 78.760 upon the aggregate authorized stock of the

140-41  corporation created by the merger and the fee computed upon the

140-42  aggregate amount of the total authorized stock of the constituent

140-43  corporation.

140-44    3.  The fee for filing articles of merger of one or more domestic

140-45  corporations with one or more foreign corporations is the difference

141-1  between the fee computed at the rates specified in NRS 78.760 upon

141-2  the aggregate authorized stock of the corporation created by the

141-3  merger and the fee computed upon the aggregate amount of the total

141-4  authorized stock of the constituent corporations which have paid the

141-5  fees required by NRS 78.760 and 80.050.

141-6     4.  The fee for filing articles of merger of two or more domestic

141-7  or foreign corporations must not be less than $325. The amount paid

141-8  pursuant to subsection 3 must not exceed $25,000.

141-9     Sec. 255.  NRS 92A.230 is hereby amended to read as follows:

141-10    92A.230  1.  Articles of merger, conversion or exchange must

141-11  be signed by each foreign and domestic constituent entity as

141-12  follows:

141-13    (a) By an officer of a [domestic] corporation, whether or not for

141-14  profit;

141-15    (b) By [all] one of the general partners of a [domestic] limited

141-16  partnership;

141-17    (c) By a manager of a [domestic] limited-liability company with

141-18  managers or by [all the members] one member of a [domestic]

141-19  limited-liability company without managers; [and]

141-20    (d) By a trustee of a [domestic] business trust[.

141-21    2.  Articles of merger, conversion or exchange must be signed

141-22  by each foreign constituent entity in the manner provided by the law

141-23  governing it.

141-24    3.  As used in this section, “signed” means to have executed or

141-25  adopted a name, word or mark, including, without limitation, an

141-26  electronic signature as defined in NRS 719.100, with the present

141-27  intention to authenticate a document.] ; and

141-28    (e) By one general partner of a general partnership.

141-29    Sec. 256.  NRS 92A.240 is hereby amended to read as follows:

141-30    92A.240  1.  A merger, conversion or exchange takes effect

141-31  upon filing the articles of merger, conversion or exchange or upon a

141-32  later date as specified in the articles, which must not be more than

141-33  90 days after the articles are filed.

141-34    2.  If the filed articles of merger, conversion or exchange

141-35  specify such a later effective date, the constituent entity or entities

141-36  may file articles of termination before the effective date, setting

141-37  forth:

141-38    (a) The name of each constituent entity and, for a conversion,

141-39  the resulting entity; and

141-40    (b) That the merger, conversion or exchange has been

141-41  terminated pursuant to the plan of merger,  conversion or exchange.

141-42    3.  The articles of termination must be [executed] signed in the

141-43  manner provided in NRS 92A.230.

 

 

142-1     Sec. 257.  NRS 92A.270 is hereby amended to read as follows:

142-2     92A.270  1.  Any undomesticated organization may become

142-3  domesticated in this state as a domestic entity by:

142-4     (a) Paying to the Secretary of State the fees required pursuant to

142-5  this Title for filing the [constituent] charter document; and

142-6     (b) Filing with the Secretary of State:

142-7         (1) Articles of domestication which must be [executed]

142-8  signed by an authorized representative of the undomesticated

142-9  organization approved in compliance with subsection 6;

142-10        (2) The appropriate [constituent] charter document for the

142-11  type of domestic entity ; [described in paragraph (b) of subsection 1

142-12  of NRS 92A.205;] and

142-13        (3) A certificate of acceptance of appointment of a resident

142-14  agent for the domestic entity which is [executed] signed by the

142-15  resident agent.

142-16    2.  The articles of domestication must set forth the:

142-17    (a) Date when and the jurisdiction where the undomesticated

142-18  organization was first formed, incorporated, organized or otherwise

142-19  created;

142-20    (b) Name of the undomesticated organization immediately

142-21  before filing the articles of domestication;

142-22    (c) Name and type of domestic entity as set forth in its

142-23  [constituent] charter document pursuant to subsection 1; and

142-24    (d) Jurisdiction that constituted the principal place of business or

142-25  central administration of the undomesticated organization, or any

142-26  other equivalent thereto pursuant to applicable law,

142-27  immediately before filing the articles of domestication.

142-28    3.  Upon filing the articles of domestication, the [constituent]

142-29  charter document and the certificate of acceptance of appointment

142-30  of a resident agent with the Secretary of State, and the payment of

142-31  the requisite fee for filing the [constituent] charter document of the

142-32  domestic entity, the undomesticated organization is domesticated in

142-33  this state as the domestic entity described in the [constituent]

142-34  charter document filed pursuant to subsection 1. The existence of

142-35  the domestic entity begins on the date the undomesticated

142-36  organization began its existence in the jurisdiction in which the

142-37  undomesticated organization was first formed, incorporated,

142-38  organized or otherwise created.

142-39    4.  The domestication of any undomesticated organization does

142-40  not affect any obligations or liabilities of the undomesticated

142-41  organization incurred before its domestication.

142-42    5.  The filing of the [constituent] charter document of the

142-43  domestic entity pursuant to subsection 1 does not affect the choice

142-44  of law applicable to the undomesticated organization. From the date

142-45  the [constituent] charter document of the domestic entity is filed,

143-1  the law of this state applies to the domestic entity to the same extent

143-2  as if the undomesticated organization was organized and created as

143-3  a domestic entity on that date.

143-4     6.  Before filing articles of domestication, the domestication

143-5  must be approved in the manner required by:

143-6     (a) The document, instrument, agreement or other writing

143-7  governing the internal affairs of the undomesticated organization

143-8  and the conduct of its business; and

143-9     (b) Applicable foreign law.

143-10    7.  When a domestication becomes effective, all rights,

143-11  privileges and powers of the undomesticated organization, all

143-12  property owned by the undomesticated organization, all debts due to

143-13  the undomesticated organization, and all causes of action belonging

143-14  to the undomesticated organization are vested in the domestic entity

143-15  and become the property of the domestic entity to the same extent as

143-16  vested in the undomesticated organization immediately before

143-17  domestication. The title to any real property vested by deed or

143-18  otherwise in the undomesticated organization is not reverted or

143-19  impaired by the domestication. All rights of creditors and all liens

143-20  upon any property of the undomesticated organization are preserved

143-21  unimpaired and all debts, liabilities and duties of an undomesticated

143-22  organization that has been domesticated attach to the domestic entity

143-23  resulting from the domestication and may be enforced against it to

143-24  the same extent as if the debts, liability and duties had been incurred

143-25  or contracted by the domestic entity.

143-26    8.  When an undomesticated organization is domesticated, the

143-27  domestic entity resulting from the domestication is for all purposes

143-28  deemed to be the same entity as the undomesticated organization.

143-29  Unless otherwise agreed by the owners of the undomesticated

143-30  organization or as required pursuant to applicable foreign law, the

143-31  domestic entity resulting from the domestication is not required to

143-32  wind up its affairs, pay its liabilities or distribute its assets. The

143-33  domestication of an undomesticated organization does not constitute

143-34  the dissolution of the undomesticated organization. The

143-35  domestication constitutes a continuation of the existence of the

143-36  undomesticated organization in the form of a domestic entity. If,

143-37  following domestication, an undomesticated organization that has

143-38  become domesticated pursuant to this section continues its existence

143-39  in the foreign country or foreign jurisdiction in which it was existing

143-40  immediately before the domestication, the domestic entity and the

143-41  undomesticated organization are for all purposes a single entity

143-42  formed, incorporated, organized or otherwise created and existing

143-43  pursuant to the laws of this state and the laws of the foreign country

143-44  or other foreign jurisdiction.

144-1     9.  As used in this section, “undomesticated organization”

144-2  means any incorporated organization, private law corporation,

144-3  whether or not organized for business purposes, public law

144-4  corporation, general partnership, registered limited-liability

144-5  partnership, limited partnership or registered limited-liability limited

144-6  partnership, proprietorship, joint venture, foundation, business trust,

144-7  real estate investment trust, common-law trust or any other

144-8  unincorporated business formed, organized, created or the internal

144-9  affairs of which are governed by the laws of any foreign country or

144-10  jurisdiction other than the United States, the District of Columbia or

144-11  another state, territory, possession, commonwealth or dependency of

144-12  the United States.

144-13    Sec. 258.  NRS 92A.380 is hereby amended to read as follows:

144-14    92A.380  1.  Except as otherwise provided in NRS 92A.370

144-15  and 92A.390, [a] any stockholder is entitled to dissent from, and

144-16  obtain payment of the fair value of his shares in the event of any of

144-17  the following corporate actions:

144-18    (a) Consummation of a conversion or plan of merger to which

144-19  the domestic corporation is a constituent entity:

144-20        (1) If approval by the stockholders is required for the

144-21  conversion or merger by NRS 92A.120 to 92A.160, inclusive, or

144-22  the articles of incorporation, regardless of whether the stockholder is

144-23  entitled to vote on the conversion or plan of merger; or

144-24        (2) If the domestic corporation is a subsidiary and is merged

144-25  with its parent pursuant to NRS 92A.180.

144-26    (b) Consummation of a plan of exchange to which the domestic

144-27  corporation is a constituent entity as the corporation whose subject

144-28  owner’s interests will be acquired, if his shares are to be acquired in

144-29  the plan of exchange.

144-30    (c) Any corporate action taken pursuant to a vote of the

144-31  stockholders to the [event] extent that the articles of incorporation,

144-32  bylaws or a resolution of the board of directors provides that voting

144-33  or nonvoting stockholders are entitled to dissent and obtain payment

144-34  for their shares.

144-35    2.  A stockholder who is entitled to dissent and obtain payment

144-36  pursuant to NRS 92A.300 to 92A.500, inclusive, may not challenge

144-37  the corporate action creating his entitlement unless the action is

144-38  unlawful or fraudulent with respect to him or the domestic

144-39  corporation.

144-40    Sec. 259.  NRS 92A.440 is hereby amended to read as follows:

144-41    92A.440  1.  A stockholder to whom a dissenter’s notice is

144-42  sent must:

144-43    (a) Demand payment;

144-44    (b) Certify whether he or the beneficial owner on whose behalf

144-45  he is dissenting, as the case may be, acquired beneficial ownership

145-1  of the shares before the date required to be set forth in the

145-2  dissenter’s notice for this certification; and

145-3     (c) Deposit his certificates, if any, in accordance with the terms

145-4  of the notice.

145-5     2.  The stockholder who demands payment and deposits his

145-6  certificates, if any, before the proposed corporate action is taken

145-7  retains all other rights of a stockholder until those rights are

145-8  cancelled or modified by the taking of the proposed corporate

145-9  action.

145-10    3.  The stockholder who does not demand payment or deposit

145-11  his certificates where required, each by the date set forth in the

145-12  dissenter’s notice, is not entitled to payment for his shares under this

145-13  chapter.

145-14    Sec. 260.  NRS 104.9318 is hereby amended to read as

145-15  follows:

145-16    104.9318  1.  A debtor that has sold an account, chattel

145-17  paper, payment intangible or promissory note does not retain a

145-18  legal or equitable interest in the collateral sold.

145-19    2.  For purposes of determining the rights of creditors of, and

145-20  purchasers for value of an account or chattel paper from, a debtor

145-21  that has sold an account or chattel paper, while the buyer’s security

145-22  interest is unperfected, the debtor has rights and title to the account

145-23  or chattel paper identical to those the debtor sold.

145-24    Sec. 261.  NRS 111.312 is hereby amended to read as follows:

145-25    111.312  1.  The county recorder shall not record with respect

145-26  to real property, a notice of completion, a declaration of homestead,

145-27  a lien or notice of lien, an affidavit of death, a mortgage or deed of

145-28  trust, or any conveyance of real property or instrument in writing

145-29  setting forth an agreement to convey real property unless the

145-30  document being recorded contains:

145-31    (a) The mailing address of the grantee or, if there is no grantee,

145-32  the mailing address of the person who is requesting the recording of

145-33  the document; and

145-34    (b) The assessor’s parcel number of the property at the top left

145-35  corner of the first page of the document, if the county assessor has

145-36  assigned a parcel number to the property. The county recorder is not

145-37  required to verify that the assessor’s parcel number is correct.

145-38    2.  The county recorder shall not record with respect to real

145-39  property any conveyance of real property or instrument in writing

145-40  setting forth an agreement to convey real property unless the

145-41  document being recorded contains the name and address of the

145-42  person to whom a statement of the taxes assessed on the real

145-43  property is to be mailed.

145-44    3.  The assessor’s parcel number shall not be deemed to be a

145-45  complete legal description of the real property conveyed.

146-1     4.  Except as otherwise provided in subsection 5, if a document

146-2  that is being recorded includes a legal description of real property

146-3  that is provided in metes and bounds, the document must include the

146-4  name and mailing address of the person who prepared the legal

146-5  description. The county recorder is not required to verify the

146-6  accuracy of the name and mailing address of such a person.

146-7     5.  If a document including the same legal description

146-8  described in subsection 4 previously has been recorded, the

146-9  document must include all information necessary to identify and

146-10  locate the previous recording, but the name and mailing address of

146-11  the person who prepared the legal description is not required for the

146-12  document to be recorded. The county recorder is not required to

146-13  verify the accuracy of the information concerning the previous

146-14  recording.

146-15    Sec. 262.  NRS 602.010 is hereby amended to read as follows:

146-16    602.010  1.  Every person doing business in this state under an

146-17  assumed or fictitious name [which does not indicate the real] that is

146-18  in any way different from the legal name of each person who owns

146-19  an interest in the business must file with the county clerk of each

146-20  county in which the business is being conducted a certificate

146-21  containing the information required by NRS 602.020.

146-22    2.  A person intending to conduct a business under an assumed

146-23  or fictitious name may, before initiating the conduct of the business,

146-24  file a certificate with the county clerk of each county in which the

146-25  business is intended to be conducted.

146-26    3.  If the board of county commissioners of a county has

146-27  adopted an ordinance pursuant to NRS 602.035, a certificate filed

146-28  pursuant to this section expires 5 years after it is filed with the

146-29  county clerk.

146-30    Sec. 263.  NRS 602.020 is hereby amended to read as follows:

146-31    602.020  1.  A certificate filed pursuant to NRS 602.010 or a

146-32  renewal certificate filed pursuant to NRS 602.035 must state the

146-33  assumed or fictitious name under which the business is being

146-34  conducted or is intended to be conducted, and if conducted by:

146-35    (a) A natural person:

146-36        (1) His full name; and

146-37        (2) [The street address of his residence or business; and

146-38        (3) If the] His mailing address ; [is different from the street

146-39  address, the mailing address of his residence or business;]

146-40    (b) An artificial person required to make annual filings with the

146-41  Secretary of State to retain its good standing[, its] :

146-42        (1) Its name as it appears in the records of the Secretary of

146-43  State; and

146-44        (2) Its mailing address;

146-45    (c) A general partnership:

147-1         (1) The full name of each partner who is a natural person;

147-2         (2) The [street address of the residence or business of each

147-3  partner who is a natural person;

147-4         (3) If the] mailing address [is different from the street

147-5  address, the mailing address of the residence or business of each

147-6  partner who is a natural person; and

147-7         (4)] of each partner; and

147-8         (3) If one or more of the partners is an artificial person

147-9  described in paragraph (b), the information required by paragraph

147-10  (b) for each such partner; or

147-11    (d) A trust:

147-12        (1) The full name of each trustee of the trust; and

147-13        (2) The [street address of the residence or business of each

147-14  trustee of the trust; and

147-15        (3) If the] mailing address [is different from the street

147-16  address, the mailing address of the residence or business] of each

147-17  trustee . [of the trust.]

147-18    2.  The certificate must be[:

147-19    (a) Signed:

147-20        (1 )] signed:

147-21    (a) In the case of a natural person, by him;

147-22        [(2)] (b) In the case of an artificial person required to make

147-23  annual filings with the Secretary of State to retain its good standing,

147-24  by a person [required] authorized to sign the annual filing[;

147-25        (3)] whether or not listed therein;

147-26    (c) In the case of a general partnership, by each of the partners

147-27  who is a natural person, and if one or more of the partners is an

147-28  artificial person described in [subparagraph (2),] paragraph (b), by

147-29  an officer of the corporation or a person required to sign the annual

147-30  filing; or

147-31        [(4)] (d) In the case of a trust, by each of the trustees . [; and

147-32    (b) Notarized.]

147-33    Sec. 264.  NRS 602.050 is hereby amended to read as follows:

147-34    602.050  Every county clerk shall keep, in alphabetical order, in

147-35  a book or other suitable index provided for that purpose[:

147-36    1.  A] , a register of all the assumed or fictitious names [of the

147-37  corporations, businesses, or fanciful or fictitious designations,] as

147-38  shown in the certificates[.

147-39    2.  Unless it is a corporation, the] filed pursuant to this

147-40  chapter, together with the following information shown in the

147-41  certificate for each assumed or fictitious name:

147-42    1.  The name of each natural person [shown to be interested in

147-43  or a partner in such a business.] , artificial person, general partner

147-44  or trustee conducting the business under such name.

147-45    2.  The mailing address.

148-1     Sec. 265.  NRS 602.055 is hereby amended to read as follows:

148-2     602.055  1.  Any person who has filed a certificate may, upon

148-3  the termination of the business or his ownership in it, file with the

148-4  county clerk where the certificate is on file a certificate of

148-5  termination stating that the person who filed the certificate has

148-6  terminated the business being conducted under the assumed or

148-7  fictitious name or his ownership in it and the date of the termination.

148-8     2.  The certificate of termination must be [notarized and] signed

148-9  in the same manner as required by NRS 602.020, except that it is

148-10  sufficient if signed in the case of a general partnership by only one

148-11  partner or in the case of a trust by only one trustee.

148-12    3.  Upon the filing of a certificate of termination, the county

148-13  clerk shall note the termination in the book or other suitable index

148-14  required by NRS 602.050.

148-15    Sec. 266.  NRS 602.090 is hereby amended to read as follows:

148-16    602.090  A person doing business in this state without

148-17  complying with the requirements of this chapter or having falsely

148-18  filed a certificate of termination, is [guilty of a misdemeanor.]

148-19  subject to a fine of $50, to be recovered with costs in a court of

148-20  competent jurisdiction.

148-21    Sec. 267.  NRS 78.419 is hereby repealed.

 

148-22  TEXT OF REPEALED SECTION

 

148-23    78.419  “Date of acquiring shares” defined.  “Date of

148-24   acquiring shares,” with respect to any person and any resident

148-25   domestic corporation, means the date that the person first becomes

148-26   an interested stockholder of the resident domestic corporation.

 

148-27  H