[Rev. 6/28/2013 1:15:46 PM]

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ê2005 Statutes of Nevada, Page 2177 (Chapter 459, SB 338)ê

 

      3.  The selection of a period for the achievement of corporate goals is the responsibility of the directors.

      Sec. 2.NRS 78.1955 is hereby amended to read as follows:

      78.1955  1.  If the voting powers, designations, preferences, limitations, restrictions and relative rights of any class or series of stock have been established by a resolution of the board of directors pursuant to a provision in the articles of incorporation, a certificate of designation setting forth the resolution must be signed by an officer of the corporation and filed with the Secretary of State. A certificate of designation signed and filed pursuant to this section must become effective before the issuance of any shares of the class or series.

      2.  Unless otherwise provided in the articles of incorporation or the certificate of designation being amended, if no shares of a class or series of stock established by a resolution of the board of directors have been issued, the designation of the class or series, the number of the class or series and the voting powers, designations, preferences, limitations, restrictions and relative rights of the class or series may be amended by a resolution of the board of directors pursuant to a certificate of amendment filed in the manner provided in subsection 4.

      3.  Unless otherwise provided in the articles of incorporation or the certificate of designation, if shares of a class or series of stock established by a resolution of the board of directors have been issued, the designation of the class or series, the number of the class or series and the voting powers, designations, preferences, limitations, restrictions and relative rights of the class or series may be amended by a resolution of the board of directors only if the amendment is approved as provided in this subsection. Unless otherwise provided in the articles of incorporation or the certificate of designation, the proposed amendment adopted by the board of directors must be approved by the vote of stockholders holding shares in the corporation entitling them to exercise a majority of the voting power, or such greater proportion of the voting power as may be required by the articles of incorporation or the certificate of designation, of:

      (a) The class or series of stock being amended; and

      (b) Each class and each series of stock which, before amendment, is senior to the class or series being amended as to the payment of distributions upon dissolution of the corporation, regardless of any limitations or restrictions on the voting power of that class or series.

      4.  A certificate of amendment to a certificate of designation must be signed by an officer of the corporation and filed with the Secretary of State and must:

      (a) Set forth the original designation and the new designation, if the designation of the class or series is being amended;

      (b) State that no shares of the class or series have been issued or state that the approval of the stockholders required pursuant to subsection 3 has been obtained; and

      (c) Set forth the amendment to the class or series or set forth the designation of the class or series, the number of the class or series and the voting powers, designations, preferences, limitations, restrictions and relative rights of the class or series, as amended.

      5.  A certificate filed pursuant to subsection 1 or 4 [becomes] is effective upon filing the certificate with the Secretary of State or upon a later date specified in the certificate, which must not be [later] more than 90 days after the certificate is filed.

 


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ê2005 Statutes of Nevada, Page 2178 (Chapter 459, SB 338)ê

 

date specified in the certificate, which must not be [later] more than 90 days after the certificate is filed.

      6.  If shares of a class or series of stock established by a certificate of designation are not outstanding, the corporation may file a certificate which states that no shares of the class or series are outstanding and which contains the resolution of the board of directors authorizing the withdrawal of the certificate of designation establishing the class or series of stock. The certificate must be signed by an officer of the corporation and filed with the Secretary of State. Upon filing the certificate and payment of the fee required pursuant to NRS 78.765, all matters contained in the certificate of designation regarding the class or series of stock are eliminated from the articles of incorporation.

      7.  NRS 78.380, 78.385 and 78.390 do not apply to certificates of amendment filed pursuant to this section.

      Sec. 3.NRS 78.205 is hereby amended to read as follows:

      78.205  1.  A corporation is not obligated to but may sign and deliver a certificate for or including a fraction of a share.

      2.  In lieu of signing and delivering a certificate for a fraction of a share, a corporation may:

      (a) Pay to any person otherwise entitled to become a holder of a fraction of a share [:

             (1) The appraised value of that share if the appraisal was properly demanded pursuant to this chapter or chapter 92A of NRS; or

             (2) If no appraisal was demanded or an appraisal was not properly demanded,] an amount in cash based on a per share value, and that value or the method of determining that value must be specified [for that purpose as the value of the fraction] in the articles, plan of reorganization, plan of merger or exchange, resolution of the board of directors, or other instrument pursuant to which the fractional share would otherwise be issued ; [, or, if not specified, then as may be determined for that purpose by the board of directors of the issuing corporation;]

      (b) Issue such additional fraction of a share as is necessary to increase the fractional share to a full share; or

      (c) Sign and deliver registered or bearer scrip over the manual or facsimile signature of an officer of the corporation or of its agent for that purpose, exchangeable as provided on the scrip for full share certificates, but the scrip does not entitle the holder to any rights as a stockholder except as provided on the scrip. The scrip may provide that it becomes void unless the rights of the holders are exercised within a specified period and may contain any other provisions or conditions that the corporation deems advisable. Whenever any scrip ceases to be exchangeable for full share certificates, the shares that would otherwise have been issuable as provided on the scrip are deemed to be treasury shares unless the scrip contains other provisions for their disposition.

      3.  [The provisions of this section do not prevent a person who holds a fractional share from disputing the appraised value of a share pursuant to NRS 92A.300 to 92A.500, inclusive, if the person is otherwise entitled to exercise such rights.] Any proposed corporate action that would result in money or scrip being delivered instead of fractional shares to stockholders who:

 


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ê2005 Statutes of Nevada, Page 2179 (Chapter 459, SB 338)ê

 

      (a) Before the proposed corporate action becomes effective, hold 1 percent or more of the outstanding shares of the affected class or series; and

      (b) Would otherwise be entitled to receive fractions of shares in exchange for the cancellation of all their outstanding shares,

Ê is subject to the provisions of NRS 92A.300 to 92A.500, inclusive. If the proposed corporate action is subject to those provisions, any stockholder who is obligated to accept money or scrip rather than receive a fraction of a share resulting from the action taken pursuant to this section may dissent in accordance with the provisions of NRS 92A.300 to 92A.500, inclusive, and obtain payment of the fair value of the fraction of a share to which the stockholder would otherwise be entitled.

      Sec. 4.NRS 78.209 is hereby amended to read as follows:

      78.209  1.  A change pursuant to NRS 78.207 is not effective until after the filing in the Office of the Secretary of State of a certificate, signed by an officer of the corporation, setting forth:

      (a) The current number of authorized shares and the par value, if any, of each class or series, if any, of shares before the change;

      (b) The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change;

      (c) The number of shares of each affected class or series, if any, to be issued after the change in exchange for each issued share of the same class or series;

      (d) The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby; and

      (e) That any required approval of the stockholders has been obtained.

Ê The provisions in the articles of incorporation of the corporation regarding the authorized number and par value, if any, of the changed class or series, if any, of shares shall be deemed amended as provided in the certificate at the effective date and time of the change.

      2.  Unless an increase or decrease of the number of authorized shares pursuant to NRS 78.207 is accomplished by an action that otherwise requires an amendment to the articles of incorporation of the corporation, such an amendment is not required by that section.

      3.  A certificate filed pursuant to subsection 1 [becomes] is effective upon filing the certificate with the Secretary of State or upon a later date specified in the certificate, which must not be [later] more than 90 days after the certificate is filed.

      4.  If a certificate filed pursuant to subsection 1 specifies an effective date, the board of directors may terminate the effectiveness of the certificate by resolution. A certificate of termination must:

      (a) Be filed with the Secretary of State before the effective date specified in the certificate filed pursuant to subsection 1;

      (b) Identify the certificate being terminated;

      (c) State that the effectiveness of the certificate has been terminated;

      (d) Be signed by an officer of the corporation; and

      (e) Be accompanied by the fee required pursuant to NRS 78.765.

      Sec. 5.NRS 78.211 is hereby amended to read as follows:

      78.211  1.  The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including, but not limited to, cash, promissory notes, services performed, contracts for services to be performed or other securities of the corporation.

 


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ê2005 Statutes of Nevada, Page 2180 (Chapter 459, SB 338)ê

 

the corporation, including, but not limited to, cash, promissory notes, services performed, contracts for services to be performed or other securities of the corporation. The judgment of the board of directors as to the consideration received for the shares issued is conclusive in the absence of actual fraud in the transaction.

      2.  When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid.

      3.  The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make any other arrangements to restrict the transfer of the shares. The corporation may credit distributions made for the shares against their purchase price, until the services are performed, the benefits are received or the promissory note is paid. If the services are not performed, the benefits are not received or the promissory note is not paid, the shares escrowed or restricted and the distributions credited may be cancelled in whole or in part.

      4.  For the purposes of this section, “benefit to the corporation” includes, without limitation, the authorization of the issuance of shares to up to 100 persons without consideration for the sole purpose of qualifying the corporation as a real estate investment trust pursuant to 26 U.S.C. §§ 856 et seq., as amended, or any successor provision, and any regulations adopted pursuant thereto.

      Sec. 6.NRS 78.242 is hereby amended to read as follows:

      78.242  1.  Subject to the limitation imposed by NRS 104.8204, a written restriction on the transfer or registration of transfer of the stock of a corporation, if permitted by this section, may be enforced against the holder of the restricted stock or any successor or transferee of the holder, including an executor, administrator, trustee, guardian or other fiduciary entrusted with like responsibility for the person or estate of the holder.

      2.  A restriction on the transfer or registration of transfer of the stock of a corporation may be imposed by the articles of incorporation or by the bylaws or by an agreement among any number of stockholders or between one or more stockholders and the corporation. No restriction so imposed is binding with respect to stocks issued before the adoption of the restriction unless the stockholders are parties to an agreement or voted in favor of the restriction.

      3.  A restriction on the transfer or the registration of transfer of shares is valid and enforceable against the transferee of the stockholder if the restriction is not prohibited by other law and its existence is noted conspicuously on the front or back of the stock certificate or is contained in the statement of information required by NRS 78.235. Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction.

      4.  A restriction on the transfer or registration of transfer of stock of a corporation is permitted, without limitation by this enumeration, if it:

      (a) Obligates the stockholder first to offer to the corporation or to any other stockholder or stockholders of the corporation or to any other person or persons or to any combination of the foregoing a prior opportunity, to be exercised within a reasonable time, to acquire the stock;

      (b) Obligates the corporation or any holder of stock of the corporation or any other person or any combination of the foregoing to purchase stock which is the subject of an agreement respecting the purchase and sale of the stock;

 


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ê2005 Statutes of Nevada, Page 2181 (Chapter 459, SB 338)ê

 

which is the subject of an agreement respecting the purchase and sale of the stock;

      (c) Requires the corporation or any stockholder or stockholders to consent to any proposed transfer of the stock or to approve the proposed transferee of stock;

      (d) Prohibits the transfer of the stock to designated persons or classes of persons, and such designation is not manifestly unreasonable; or

      (e) Prohibits the transfer of stock:

             (1) To maintain the corporation’s status when it is dependent on the number or identity of its stockholders;

             (2) To preserve exemptions under federal or state laws governing taxes or securities [;] , including, without limitation, the qualification of the corporation as a real estate investment trust pursuant to 26 U.S.C. §§ 856 et seq., as amended, or any successor provision, and any regulations adopted pursuant thereto; or

             (3) For any other reasonable purpose.

      5.  For the purposes of this section, “stock” includes a security convertible into or carrying a right to subscribe for or to acquire stock.

      Sec. 7.NRS 78.283 is hereby amended to read as follows:

      78.283  1.  As used in this section, “treasury shares” means shares of a corporation issued and thereafter acquired by the corporation or another entity, the majority of whose outstanding voting power to elect its general partner, directors, managers or members of the governing body is beneficially held, directly or indirectly, by the corporation, which have not been retired or restored to the status of unissued shares.

      2.  Treasury shares held by the corporation do not carry voting rights or participate in distributions, may not be counted as outstanding shares for any purpose and may not be counted as assets of the corporation for the purpose of computing the amount available for distributions.

      3.  Treasury shares held by another entity, the majority of whose outstanding voting power to elect its general partner, directors, managers or members of the governing body is beneficially held, directly or indirectly, by the corporation, do not carry voting rights and, unless otherwise determined by the board of directors of the corporation, do not participate in distributions, may not be counted as outstanding shares for any purpose and may not be counted as assets of the entity.

      4.  Unless the articles of incorporation provide otherwise, treasury shares may be retired and restored to the status of authorized and unissued shares without an amendment to the articles of incorporation or may be disposed of for such consideration as the board of directors may determine.

      [3.] 5.  This section does not limit the right of a corporation to vote its shares held by it in a fiduciary capacity.

      Sec. 8.NRS 78.350 is hereby amended to read as follows:

      78.350  1.  Unless otherwise provided in the articles of incorporation, or in the resolution providing for the issuance of the stock adopted by the board of directors pursuant to authority expressly vested in it by the provisions of the articles of incorporation, every stockholder of record of a corporation is entitled at each meeting of stockholders thereof to one vote for each share of stock standing in his name on the records of the corporation. If the articles of incorporation, or the resolution providing for the issuance of the stock adopted by the board of directors pursuant to authority expressly vested in it by the articles of incorporation, provides for more or less than one vote per share for any class or series of shares on any matter, every reference in this chapter to a majority or other proportion of stock shall be deemed to refer to a majority or other proportion of the voting power of all of the shares or those classes or series of shares, as may be required by the articles of incorporation, or in the resolution providing for the issuance of the stock adopted by the board of directors pursuant to authority expressly vested in it by the provisions of the articles of incorporation, or the provisions of this chapter.

 


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ê2005 Statutes of Nevada, Page 2182 (Chapter 459, SB 338)ê

 

one vote per share for any class or series of shares on any matter, every reference in this chapter to a majority or other proportion of stock shall be deemed to refer to a majority or other proportion of the voting power of all of the shares or those classes or series of shares, as may be required by the articles of incorporation, or in the resolution providing for the issuance of the stock adopted by the board of directors pursuant to authority expressly vested in it by the provisions of the articles of incorporation, or the provisions of this chapter.

      2.  Unless a period of more than 60 days or a period of less than 10 days is prescribed or fixed in the articles of incorporation, the directors may prescribe a period not exceeding 60 days before any meeting of the stockholders during which no transfer of stock on the books of the corporation may be made, or may fix, in advance, a record date not more than 60 or less than 10 days before the date of any such meeting as the date as of which stockholders entitled to notice of and to vote at such meetings must be determined. Only stockholders of record on that date are entitled to notice or to vote at such a meeting. If a record date is not fixed, the record date is at the close of business on the day before the day on which the first notice is given or, if notice is waived, at the close of business on the day before the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders applies to an adjournment of the meeting unless the board of directors fixes a new record date for the adjourned meeting. The board of directors must fix a new record date if the meeting is adjourned to a date more than 60 days later than the date set for the original meeting.

      3.  The board of directors may adopt a resolution prescribing a date upon which the stockholders of record entitled to give written consent pursuant to NRS 78.320 must be determined. The date prescribed by the board of directors may not precede or be more than 10 days after the date the resolution is adopted by the board of directors. If the board of directors does not adopt a resolution prescribing a date upon which the stockholders of record entitled to give written consent pursuant to NRS 78.320 must be determined and:

      (a) No prior action by the board of directors is required by this chapter [,] or chapter 92A of NRS before the matter is submitted for consideration by the stockholders, the date is the first date on which a valid, written consent is delivered in accordance with the provisions of NRS 78.320.

      (b) Prior action by the board of directors is required by this chapter [,] or chapter 92A of NRS before the matter is submitted for consideration by the stockholders, the date is at the close of business on the day the board of directors adopts the resolution.

      4.  The provisions of this section do not restrict the directors from taking action to protect the interests of the corporation and its stockholders, including, but not limited to, adopting or signing plans, arrangements or instruments that deny rights, privileges, power or authority to a holder or holders of a specified number of shares or percentage of share ownership or voting power.

      Sec. 9.NRS 78.355 is hereby amended to read as follows:

      78.355  1.  At any meeting of the stockholders of any corporation any stockholder may designate another person or persons to act as a proxy or proxies. If any stockholder designates two or more persons to act as proxies, a majority of those persons present at the meeting, or, if only one is present, then that one has and may exercise all of the powers conferred by the stockholder upon all of the persons so designated unless the stockholder provides otherwise.

 


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ê2005 Statutes of Nevada, Page 2183 (Chapter 459, SB 338)ê

 

then that one has and may exercise all of the powers conferred by the stockholder upon all of the persons so designated unless the stockholder provides otherwise.

      2.  Without limiting the manner in which a stockholder may authorize another person or persons to act for him as proxy pursuant to subsection 1, the following constitute valid means by which a stockholder may grant such authority:

      (a) A stockholder may sign a writing authorizing another person or persons to act for him as proxy. The proxy may be limited to action on designated matters.

      (b) A stockholder may authorize another person or persons to act for him as proxy by transmitting or authorizing the transmission of an electronic record to the person who will be the holder of the proxy or to a firm which solicits proxies or like agent who is authorized by the person who will be the holder of the proxy to receive the transmission. Any such electronic record must either set forth or be submitted with information from which it can be determined that the electronic record was authorized by the stockholder. If it is determined that the electronic record is valid, the persons appointed by the corporation to count the votes of stockholders and determine the validity of proxies and ballots or other persons making those determinations must specify the information upon which they relied.

      3.  Any copy, communication by electronic transmission or other reliable reproduction of the record created pursuant to subsection 2 may be substituted for the original record for any purpose for which the original record could be used, if the copy, communication by electronic transmission or other reproduction is a complete reproduction of the entire original record.

      4.  Except as otherwise provided in subsection 5, no such proxy is valid after the expiration of 6 months from the date of its creation unless the stockholder specifies in it the length of time for which it is to continue in force, which may not exceed 7 years from the date of its creation. Subject to these restrictions, any proxy properly created is not revoked and continues in full force and effect until [another] :

      (a) Another instrument or transmission revoking it or a properly created proxy bearing a later date is filed with or transmitted to the secretary of the corporation or another person or persons appointed by the corporation to count the votes of stockholders and determine the validity of proxies and ballots [.] ; or

      (b) The stockholder revokes the proxy by attending the meeting and voting the stockholder’s shares in person, in which case, any vote cast by the person or persons designated by the stockholder to act as a proxy or proxies must be disregarded by the corporation when the votes are counted.

      5.  A proxy shall be deemed irrevocable if the written authorization states that the proxy is irrevocable [and,] , but is irrevocable only for as long as it is coupled with an interest sufficient in law to support an irrevocable power, [such as] including, without limitation, the appointment as proxy of a pledgee, a person who purchased or agreed to purchase the shares, a creditor of the corporation who extended it credit under terms requiring the appointment, an employee of the corporation whose employment contract requires the appointment or a party to a voting agreement created pursuant to subsection 3 of NRS 78.365. [A] Unless otherwise provided in the proxy, a proxy made irrevocable pursuant to this subsection is revoked when the interest with which it is coupled is extinguished [.] , but the corporation may honor the proxy until notice of the extinguishment of the proxy is received by the corporation.

 


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ê2005 Statutes of Nevada, Page 2184 (Chapter 459, SB 338)ê

 

honor the proxy until notice of the extinguishment of the proxy is received by the corporation. A transferee for value of shares subject to an irrevocable proxy may revoke the proxy if he did not know of its existence when he acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.

      6.  If any stockholder subject to a properly created irrevocable proxy attends any meeting of the stockholders for which the authorization grants authority to act on the stockholder’s behalf at the meeting to a proxy or proxies, unless expressly otherwise provided in the written authorization or electronic record:

      (a) Only the proxy or proxies may have and exercise all the powers of the stockholder at the meeting; and

      (b) Only a vote of the proxy or proxies may be regarded by the corporation when the votes are counted.

      Sec. 10.NRS 78.380 is hereby amended to read as follows:

      78.380  1.  At least two-thirds of the incorporators or of the board of directors of any corporation, if no voting stock of the corporation has been issued, may amend the articles of incorporation of the corporation by signing and filing with the Secretary of State a certificate amending, modifying, changing or altering the articles, in whole or in part. The certificate must state that:

      (a) The signers thereof are at least two-thirds of the incorporators or of the board of directors of the corporation, and state the name of the corporation; and

      (b) As of the date of the certificate, no voting stock of the corporation has been issued.

      2.  A certificate filed pursuant to this section is effective upon filing the certificate with the Secretary of State or upon a later date specified in the certificate, which must not be [later] more than 90 days after the certificate is filed.

      3.  If a certificate specifies an effective date and if no voting stock of the corporation has been issued, the board of directors may terminate the effectiveness of a certificate by filing a certificate of termination with the Secretary of State that:

      (a) Identifies the certificate being terminated;

      (b) States that no voting stock of the corporation has been issued;

      (c) States that the effectiveness of the certificate has been terminated;

      (d) Is signed by at least two-thirds of the board of directors of the corporation; and

      (e) Is accompanied by the fee required pursuant to NRS 78.765.

      4.  This section does not permit the insertion of any matter not in conformity with this chapter.

      Sec. 11.NRS 78.390 is hereby amended to read as follows:

      78.390  1.  Every amendment to the articles of incorporation must be made in the following manner:

      (a) The board of directors must adopt a resolution setting forth the amendment proposed and either call a special meeting of the stockholders entitled to vote on the amendment or direct that the proposed amendment be considered at the next annual meeting of the stockholders entitled to vote on the amendment.

 


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ê2005 Statutes of Nevada, Page 2185 (Chapter 459, SB 338)ê

 

      (b) At the meeting, of which notice must be given to each stockholder entitled to vote pursuant to the provisions of this section, a vote of the stockholders entitled to vote in person or by proxy must be taken for and against the proposed amendment. If it appears upon the canvassing of the votes that stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, as provided in subsections 2 and 4, or as may be required by the provisions of the articles of incorporation, have voted in favor of the amendment, an officer of the corporation shall sign a certificate setting forth the amendment, or setting forth the articles of incorporation as amended, and the vote by which the amendment was adopted.

      (c) The certificate so signed must be filed with the Secretary of State.

      2.  Except as otherwise provided in this subsection, if any proposed amendment would adversely alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series adversely affected by the amendment regardless of limitations or restrictions on the voting power thereof. The amendment does not have to be approved by the vote of the holders of shares representing a majority of the voting power of each class or series whose preference or rights are adversely affected by the amendment if the articles of incorporation specifically deny the right to vote on such an amendment.

      3.  Provision may be made in the articles of incorporation requiring, in the case of any specified amendments, a larger proportion of the voting power of stockholders than that required by this section.

      4.  Different series of the same class of shares do not constitute different classes of shares for the purpose of voting by classes except when the series is adversely affected by an amendment in a different manner than other series of the same class.

      5.  The resolution of the stockholders approving the proposed amendment may provide that at any time before the effective date of the amendment, notwithstanding approval of the proposed amendment by the stockholders, the board of directors may, by resolution, abandon the proposed amendment without further action by the stockholders.

      6.  A certificate filed pursuant to subsection 1 [becomes] is effective upon filing the certificate with the Secretary of State or upon a later date specified in the certificate, which must not be [later] more than 90 days after the certificate is filed.

      7.  If a certificate filed pursuant to subsection 1 specifies an effective date and if the resolution of the stockholders approving the proposed amendment provides that the board of directors may abandon the proposed amendment pursuant to subsection 5, the board of directors may terminate the effectiveness of the certificate by resolution and by filing a certificate of termination with the Secretary of State that:

      (a) Is filed before the effective date specified in the certificate filed pursuant to subsection 1;

      (b) Identifies the certificate being terminated;

      (c) States that, pursuant to the resolution of the stockholders, the board of directors is authorized to terminate the effectiveness of the certificate;

      (d) States that the effectiveness of the certificate has been terminated;

 


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ê2005 Statutes of Nevada, Page 2186 (Chapter 459, SB 338)ê

 

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

      (f) Is accompanied by a filing fee of $175.

      Sec. 12.NRS 78.403 is hereby amended to read as follows:

      78.403  1.  A corporation may restate, or amend and restate, in a single certificate the entire text of its articles of incorporation as amended by filing with the Secretary of State a certificate in the manner provided in this section. If the certificate alters or amends the articles in any manner, it must comply with the provisions of NRS 78.380, 78.385 and 78.390, as applicable.

      2.  If the certificate does not alter or amend the articles, it must be signed by an officer of the corporation and state that he has been authorized to sign the certificate by resolution of the board of directors adopted on the date stated, and that the certificate correctly sets forth the text of the articles of incorporation as amended to the date of the certificate.

      3.  The following may be omitted from the restated articles:

      (a) The names, addresses, signatures and acknowledgments of the incorporators;

      (b) The names and addresses of the members of the past and present boards of directors; and

      (c) The name and address of the resident agent.

      4.  Whenever a corporation is required to file a certified copy of its articles, in lieu thereof it may file a certified copy of the most recent certificate restating its articles as amended, subject to the provisions of subsection 2, together with certified copies of all certificates of amendment filed subsequent to the restated articles and certified copies of all certificates supplementary to the original articles.

      5.  A certificate filed pursuant to this section is effective upon filing the certificate with the Secretary of State or upon a later date specified in the certificate, which must not be more than 90 days after the certificate is filed.

      Sec. 13.NRS 78A.180 is hereby amended to read as follows:

      78A.180  1.  A corporation may voluntarily terminate its status as a close corporation, and cease to be subject to the provisions of this chapter, by amending the certificate of incorporation to delete therefrom the additional provisions required or permitted by NRS 78A.020 to be stated in the certificate of incorporation of a close corporation. An amendment must be adopted and become effective in accordance with NRS 78.390, except that it must be approved by a vote of the holders of record of at least two-thirds of the voting shares of each class of stock of the corporation that are outstanding.

      2.  The certificate of incorporation of a close corporation may provide that on any amendment to terminate the status as a close corporation, a vote greater than two-thirds or a vote of all shares of any class may be required. If the certificate of incorporation contains such a provision, that provision may not be amended, repealed or modified by any vote less than that required to terminate the status of the corporation as a close corporation.

      3.  A certificate filed pursuant to this section is effective upon filing the certificate with the Secretary of State or upon a later date specified in the certificate, which must not be more than 90 days after the certificate is filed.

 


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ê2005 Statutes of Nevada, Page 2187 (Chapter 459, SB 338)ê

 

      Sec. 14.NRS 82.346 is hereby amended to read as follows:

      82.346  1.  If the first meeting of the directors has not taken place and if there are no members, a majority of the incorporators of a corporation may amend the original articles by signing and proving in the manner required for original articles, and filing with the Secretary of State a certificate amending, modifying, changing or altering the original articles, in whole or in part. The certificate must state that:

      (a) The signers thereof are a majority of the original incorporators of the corporation; and

      (b) As of the date of the certification, no meeting of the directors has taken place and the corporation has no members other than the incorporators.

      2.  [The amendment] A certificate filed pursuant to this section is effective upon [the filing of] filing the certificate with the Secretary of State [.] or upon a later date specified in the certificate, which must not be more than 90 days after the certificate is filed.

      3.  This section does not permit the insertion of any matter not in conformity with this chapter.

      4.  The Secretary of State shall charge the fee allowed by law for filing the amended certificate of incorporation.

      Sec. 15.NRS 82.356 is hereby amended to read as follows:

      82.356  1.  Each amendment adopted pursuant to the provisions of NRS 82.351 must be made in the following manner:

      (a) The board of directors must adopt a resolution setting forth the amendment proposed, approve it and, if the corporation has members entitled to vote on an amendment to the articles, call a meeting, either annual or special, of the members. The amendment must also be approved by each public official or other person whose approval of an amendment of articles is required by the articles.

      (b) At the meeting of members, of which notice must be given to each member entitled to vote pursuant to the provisions of this section, a vote of the members entitled to vote in person or by proxy must be taken for and against the proposed amendment. A majority of a quorum of the voting power of the members or such greater proportion of the voting power of members as may be required in the case of a vote by classes, as provided in subsection 3, or as may be required by the articles, must vote in favor of the amendment.

      (c) Upon approval of the amendment by the directors, or if the corporation has members entitled to vote on an amendment to the articles, by both the directors and those members, and such other persons or public officers, if any, as are required to do so by the articles, an officer of the corporation must sign a certificate setting forth the amendment, or setting forth the articles as amended, that the public officers or other persons, if any, required by the articles have approved the amendment, and the vote of the members and directors by which the amendment was adopted.

      (d) The certificate so signed must be filed in the Office of the Secretary of State.

      2.  [Upon filing the certificate, the articles of incorporation are amended accordingly.] A certificate filed pursuant to this section is effective upon filing the certificate with the Secretary of State or upon a later date specified in the certificate, which must not be more than 90 days after the certificate is filed.

 


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      3.  If any proposed amendment would alter or change any preference or any relative or other right given to any class of members, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of a majority of a quorum of the voting power of each class of members affected by the amendment regardless of limitations or restrictions on their voting power.

      4.  In the case of any specified amendments, the articles may require a larger vote of members than that required by this section.

      Sec. 16.NRS 82.371 is hereby amended to read as follows:

      82.371  1.  A corporation may restate, or amend and restate, in a single certificate the entire text of its articles as amended by filing with the Secretary of State a certificate which must set forth the articles as amended to the date of the certificate. If the certificate alters or amends the articles in any manner, it must comply with the provisions of NRS 82.346, 82.351 and 82.356, as applicable, and must be accompanied by:

      (a) A resolution; or

      (b) A form prescribed by the Secretary of State,

Ê setting forth which provisions of the articles of incorporation on file with the Secretary of State are being altered or amended.

      2.  If the certificate does not alter or amend the articles, it must be signed by an officer of the corporation and must state that he has been authorized to sign the certificate by resolution of the board of directors adopted on the date stated, and that the certificate correctly sets forth the text of the articles as amended to the date of the certificate.

      3.  The following may be omitted from the restated articles:

      (a) The names, addresses, signatures and acknowledgments of the incorporators;

      (b) The names and addresses of the members of the past and present board of directors; and

      (c) The name and address of the resident agent.

      4.  Whenever a corporation is required to file a certified copy of its articles, in lieu thereof it may file a certified copy of the most recent certificate restating its articles as amended, subject to the provisions of subsection 2, together with certified copies of all certificates of amendment filed after the restated articles and certified copies of all certificates supplementary to the original articles.

      5.  A certificate filed pursuant to this section is effective upon filing the certificate with the Secretary of State or upon a later date specified in the certificate, which must not be more than 90 days after the certificate is filed.

      Sec. 17.NRS 82.451 is hereby amended to read as follows:

      82.451  1.  A corporation may be dissolved and its affairs wound up voluntarily if the board of directors adopts a resolution to that effect and calls a meeting of the members entitled to vote to take action upon the resolution. The resolution must also be approved by any person or superior organization whose approval is required by a provision of the articles authorized by NRS 82.091. The meeting of the members must be held with due notice. If at the meeting the members entitled to exercise a majority of all the voting power consent by resolution to the dissolution, a certificate signed by an officer of the corporation setting forth that the dissolution has been approved in compliance with this section, together with a list of the names and addresses, either residence or business, of the president, the secretary and the treasurer, or the equivalent thereof, and all the directors of the corporation, must be filed in the Office of the Secretary of State.

 


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or the equivalent thereof, and all the directors of the corporation, must be filed in the Office of the Secretary of State.

      2.  If a corporation has no members entitled to vote upon a resolution calling for the dissolution of the corporation, the corporation may be dissolved and its affairs wound up voluntarily by the board of directors if it adopts a resolution to that effect. The resolution must also be approved by any person or superior organization whose approval is required by a provision of the articles authorized by NRS 82.091. A certificate setting forth that the dissolution has been approved in compliance with this section and a list of the officers and directors, signed as provided in subsection 1, must be filed in the Office of the Secretary of State.

      3.  Upon the dissolution of any corporation under the provisions of this section or upon the expiration of its period of corporate existence, the directors are the trustees of the corporation in liquidation and in winding up the affairs of the corporation. The act of a majority of the directors as trustees remaining in office is the act of the directors as trustees.

      4.  A certificate filed pursuant to this section is effective upon filing the certificate with the Secretary of State or upon a later date specified in the certificate, which must not be more than 90 days after the certificate is filed.

      Sec. 18.Chapter 86 of NRS is hereby amended by adding thereto the provisions set forth as sections 19 and 20 of this act.

      Sec. 19.“Series” and “series of members” are synonymous terms and, unless the context otherwise requires, mean a series of members’ interests having separate rights, powers or duties with respect to property, obligations or profits and losses associated with property or obligations, which are specified in the articles of organization or operating agreement or specified by one or more members or managers or other persons as provided in the articles of organization or operating agreement.

      Sec. 20.1.  For any limited-liability company where management is vested in one or more managers and where no member’s interest in the limited-liability company has been issued, at least two-thirds of the organizers or the managers of the limited-liability company may amend the articles of organization of the limited-liability company by signing and filing with the Secretary of State a certificate amending, modifying, changing or altering the articles, in whole or in part. The certificate must state that:

      (a) The signers thereof are at least two-thirds of the organizers or the managers of the limited-liability company, and state the name of the limited-liability company; and

      (b) As of the date of the certificate, no member’s interest in the limited-liability company has been issued.

      2.  A certificate filed pursuant to this section is effective upon filing the certificate with the Secretary of State or upon a later date specified in the certificate, which must not be more than 90 days after the certificate is filed.

      3.  If a certificate filed pursuant to this section specifies an effective date and if no member’s interest in the limited-liability company has been issued, the managers of the limited-liability company may terminate the effectiveness of the certificate by filing a certificate of termination with the Secretary of State that:

      (a) Identifies the certificate being terminated;

 


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      (b) States that no member’s interest in the limited-liability company has been issued;

      (c) States that the effectiveness of the certificate has been terminated;

      (d) Is signed by at least two-thirds of the managers; and

      (e) Is accompanied by a filing fee of $175.

      4.  This section does not permit the insertion of any matter not in conformity with this chapter.

      Sec. 21.NRS 86.011 is hereby amended to read as follows:

      86.011  As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 86.022 to 86.128, inclusive, and section 19 of this act have the meanings ascribed to them in those sections.

      Sec. 22.NRS 86.161 is hereby amended to read as follows:

      86.161  1.  The articles of organization must set forth:

      (a) The name of the limited-liability company;

      (b) The name and complete street address of its resident agent, and the mailing address of the resident agent if different from the street address;

      (c) The name and address, either residence or business, of each of the organizers signing the articles; [and]

      (d) If the company is to be managed by:

             (1) One or more managers, the name and address, either residence or business, of each initial manager; or

             (2) The members, the name and address, either residence or business, of each initial member [.] ; and

      (e) If the company is to have one or more series of members and the debts or liabilities of any series are to be enforceable against the assets of that series only and not against the assets of another series or the company generally, a statement to that effect and a statement:

             (1) Setting forth the relative rights, powers and duties of the series; or

             (2) Indicating that the relative rights, powers and duties of the series will be set forth in the operating agreement or established as provided in the operating agreement.

      2.  The articles may set forth any other provision, not inconsistent with law, which the members elect to set out in the articles of organization for the regulation of the internal affairs of the company, including any provisions which under this chapter are required or permitted to be set out in the operating agreement of the company.

      3.  It is not necessary to set out in the articles of organization:

      (a) The rights of the members to contract debts on behalf of the limited-liability company if the limited-liability company is managed by its members;

      (b) The rights of the manager or managers to contract debts on behalf of the limited-liability company if the limited-liability company is managed by a manager or managers; or

      (c) Any of the powers enumerated in this chapter.

      Sec. 23.NRS 86.171 is hereby amended to read as follows:

      86.171  1.  The name of a limited-liability company formed under the provisions of this chapter must contain the words “Limited-Liability Company,” “Limited Liability Company,” “Limited Company,” or “Limited” or the abbreviations “Ltd.,” “L.L.C.,” “L.C.,” “LLC” or “LC.” The word “Company” may be abbreviated as “Co.”

 


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      2.  The name proposed for a limited-liability company must be distinguishable on the records of the Secretary of State from the names of all other artificial persons formed, organized, registered or qualified pursuant to the provisions of this title that are on file in the Office of the Secretary of State and all names that are reserved in the Office of the Secretary of State pursuant to the provisions of this title. If a proposed name is not so distinguishable, the Secretary of State shall return the articles of organization to the organizer, unless the written, acknowledged consent of the holder of the name on file or reserved name to use the same name or the requested similar name accompanies the articles of organization.

      3.  For the purposes of this section and NRS 86.176, a proposed name is not distinguishable from a name on file or reserved name solely because one or the other contains distinctive lettering, a distinctive mark, a trademark or a trade name, or any combination thereof.

      4.  The name of a limited-liability company whose charter has been revoked, which has merged and is not the surviving entity or whose existence has otherwise terminated is available for use by any other artificial person.

      5.  The Secretary of State shall not accept for filing any articles of organization for any limited-liability company if the name of the limited-liability company contains the word “accountant,” “accounting,” “accountancy,” “auditor” or “auditing” unless the Nevada State Board of Accountancy certifies that the limited-liability company:

      (a) Is registered pursuant to the provisions of chapter 628 of NRS; or

      (b) Has filed with the Nevada State Board of Accountancy under penalty of perjury a written statement that the limited-liability company is not engaged in the practice of accounting and is not offering to practice accounting in this State.

      6.  The Secretary of State shall not accept for filing any articles of organization or certificate of amendment of articles of organization of any limited-liability company formed or existing pursuant to the laws of this State which provides that the name of the limited-liability company contains the word “bank” or “trust” unless:

      (a) It appears from the articles of organization or the certificate of amendment that the limited-liability company proposes to carry on business as a banking or trust company, exclusively or in connection with its business as a bank, savings and loan association or thrift company; and

      (b) The articles of organization or certificate of amendment is first approved by the Commissioner of Financial Institutions.

      7.  The Secretary of State shall not accept for filing any articles of organization or certificate of amendment of articles of organization of any limited-liability company formed or existing pursuant to the provisions of this chapter if it appears from the articles or the certificate of amendment that the business to be carried on by the limited-liability company is subject to supervision by the Commissioner of Insurance or by the Commissioner of Financial Institutions unless the articles or certificate of amendment is approved by the Commissioner who will supervise the business of the [foreign] limited-liability company.

      8.  Except as otherwise provided in subsection 7, the Secretary of State shall not accept for filing any articles of organization or certificate of amendment of articles of organization of any limited-liability company formed or existing pursuant to the laws of this State which provides that the name of the limited-liability company contains the words “engineer,” “engineered,” “engineering,” “professional engineer,” “registered engineer” or “licensed engineer” unless:

 


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“engineered,” “engineering,” “professional engineer,” “registered engineer” or “licensed engineer” unless:

      (a) The State Board of Professional Engineers and Land Surveyors certifies that the principals of the limited-liability company are licensed to practice engineering pursuant to the laws of this State; or

      (b) The State Board of Professional Engineers and Land Surveyors certifies that the limited-liability company is exempt from the prohibitions of NRS 625.520.

      9.  The Secretary of State may adopt regulations that interpret the requirements of this section.

      Sec. 24.NRS 86.221 is hereby amended to read as follows:

      86.221  1.  The articles of organization of a limited-liability company may be amended for any purpose, not inconsistent with law, as determined by all of the members or permitted by the articles or an operating agreement.

      2.  An amendment must be made in the form of a certificate setting forth:

      (a) The name of the limited-liability company;

      (b) Whether the limited-liability company is managed by managers or members; and

      (c) The amendment to the articles of organization.

      3.  The certificate of amendment must be signed by a manager of the company or, if management is not vested in a manager, by a member.

      4.  Restated articles of organization may be signed and filed in the same manner as a certificate of amendment. If the certificate alters or amends the articles in any manner, it must be accompanied by:

      (a) A resolution; or

      (b) A form prescribed by the Secretary of State,

Ê setting forth which provisions of the articles of organization on file with the Secretary of State are being altered or amended.

      5.  The following may be omitted from the restated articles of organization:

      (a) The names, addresses, signatures and acknowledgments of the organizers;

      (b) The names and addresses of the past and present members or managers; and

      (c) The name and address of the resident agent.

      Sec. 25.NRS 86.291 is hereby amended to read as follows:

      86.291  1.  Except as otherwise provided in this section or the articles of organization, management of a limited-liability company is vested in its members in proportion to their contribution to its capital, as adjusted from time to time to reflect properly any additional contributions or withdrawals by the members.

      2.  Unless otherwise provided in the articles of organization or operating agreement, the management of a series is vested in the members associated with the series in proportion to their contribution to the capital of the series, as adjusted from time to time to reflect properly any additional contribution or withdrawals from the assets or income of the series by the members associated with the series.

      3.  If provision is made in the articles of organization, management of the company may be vested in a manager or managers, who may but need not be members, in the manner prescribed by the operating agreement of the company. The manager or managers also hold the offices and have the responsibilities accorded to them by the members and set out in the operating agreement.

 


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responsibilities accorded to them by the members and set out in the operating agreement.

      Sec. 26.NRS 86.226 is hereby amended to read as follows:

      86.226  1.  A signed certificate of amendment, or a certified copy of a judicial decree of amendment, must be filed with the Secretary of State. A person who signs a certificate as an agent, officer or fiduciary of the limited-liability company need not exhibit evidence of his authority as a prerequisite to filing. Unless the Secretary of State finds that a certificate does not conform to law, upon his receipt of all required filing fees he shall file the certificate.

      2.  A certificate of amendment or judicial decree of amendment is effective upon filing the certificate with the Secretary of State or upon a later date specified in the certificate or judicial decree, which must not be more than 90 days after the certificate or judicial decree is filed.

      3.  If a certificate specifies an effective date and if the resolution of the members approving the proposed amendment provides that one or more managers or, if management is not vested in a manager, one or more members may abandon the proposed amendment, then those managers or members may terminate the effectiveness of the certificate by filing a certificate of termination with the Secretary of State that:

      (a) Is filed before the effective date specified in the certificate or judicial decree filed pursuant to subsection 1;

      (b) Identifies the certificate being terminated;

      (c) States that, pursuant to the resolution of the members, the manager of the company or, if management is not vested in a manager, a designated member is authorized to terminate the effectiveness of the certificate;

      (d) States that the effectiveness of the certificate has been terminated;

      (e) Is signed by a manager of the company or, if management is not vested in a manager, a designated member; and

      (f) Is accompanied by a filing fee of $175.

      Sec. 27.NRS 86.296 is hereby amended to read as follows:

      86.296  1.  The articles of organization or operating agreement of a limited-liability company may create classes of members or managers, define their relative rights, powers and duties, and may authorize the creation, in the manner provided in the operating agreement, of additional classes of members or managers with the relative rights, powers and duties as may from time to time be established, including, without limitation, rights, powers and duties senior to existing classes of members or managers. The articles of organization or operating agreement may provide that any member, or class or group of members, has voting rights that differ from other classes or groups.

      2.  The articles of organization or operating agreement of a limited-liability company may create one or more series of members, or vest authority in one or more members or managers of the company or in other persons to create one or more series of members, including, without limitation, rights, powers and duties senior to existing series of members. The articles of organization or operating agreement may provide that any member associated with a series has voting rights that differ from other members or series, or no voting rights at all. A series may have separate powers, rights or duties with respect to specified property or obligations of the company or profits and losses associated with specified property or obligations, and any series may have a separate business purpose or investment objective.

 


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obligations, and any series may have a separate business purpose or investment objective.

      3.  The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series are enforceable against the assets of that series only, and not against the assets of the company generally or any other series, if:

      (a) Separate and distinct records are maintained for the series and the assets associated with the series are held, directly or indirectly, including through a nominee or otherwise, and accounted for separately from the other assets of the company and any other series; and

      (b) The articles of organization comply, or an amendment to the articles complies, with the provisions of paragraph (e) of subsection 1 of NRS 86.161.

Ê Unless otherwise provided in the articles of organization or operating agreement, no debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the company generally or any other series are enforceable against the assets of the series.

      4.  The articles of organization or operating agreement may provide that the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series are enforceable against the assets of that series only, and not against the assets of the company generally or any other series.

      5.  Unless otherwise provided in the articles of organization or operating agreement, any event described in this chapter or in the articles of organization or operating agreement that causes a manager to cease to be a manager with respect to a series does not, in itself, cause the manager to cease to be a manager with respect to the company or with respect to any other series. Unless otherwise provided in the articles of organization or operating agreement, any event described in this chapter or in the articles of organization or operating agreement that causes a manager to cease to be associated with a series does not, in itself, cause the member to cease to be associated with any other series, terminate the continued membership of a member in the company or cause the termination of the series, regardless of whether the member was the last remaining member associated with the series.

      Sec. 28.NRS 86.343 is hereby amended to read as follows:

      86.343  1.  [A] Except as otherwise provided in subsection 2, a distribution of the profits and contributions of a limited-liability company must not be made if, after giving it effect:

      (a) The company would not be able to pay its debts as they become due in the usual course of business; or

      (b) Except as otherwise specifically permitted by the articles of organization, the total assets of the company would be less than the sum of its total liabilities.

      2.  A distribution of the profits and contributions of a series of the company must not be made if, after giving it effect:

      (a) The company would not be able to pay the debts of the series from assets of the series as debts of the series become due in the usual course of business; or

      (b) Except as otherwise specifically permitted by the articles of organization, the total assets of the series would be less than the sum of the total liabilities of the series.

 


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      3.  The manager or, if management of the company is not vested in a manager or managers, the members may base a determination that a distribution is not prohibited pursuant to this section on:

      (a) Financial statements prepared on the basis of accounting practices that are reasonable in the circumstances;

      (b) A fair valuation, including unrealized appreciation and depreciation; or

      (c) Any other method that is reasonable in the circumstances.

      [3.] 4.  The effect of a distribution pursuant to this section must be measured:

      (a) In the case of a distribution by purchase, redemption or other acquisition by the company of member’s interests, as of the earlier of:

             (1) The date on which money or other property is transferred or debt incurred by the company; or

            (2) The date on which the member ceases to be a member with respect to his acquired interest.

      (b) In the case of any other distribution of indebtedness, as of the date on which the indebtedness is distributed.

      (c) In all other cases, as of:

             (1) The date on which the distribution is authorized if the payment occurs within 120 days after the date of authorization; or

             (2) The date on which the payment is made if it occurs more than 120 days after the date of authorization.

      [4.] 5.  Indebtedness of the company, or a series of the company, including indebtedness issued as a distribution, is not considered a liability for purposes of determinations pursuant to this section if its terms provide that payment of principal and interest are to be made only if and to the extent that payment of a distribution to the members could then be made pursuant to this section. If the indebtedness is issued as a distribution, each payment of principal or interest must be treated as a distribution, the effect of which must be measured as of the date of payment.

      [5.] 6.  Except as otherwise provided in subsection [6,] 7, a member who receives a distribution in violation of this section is liable to the limited-liability company for the amount of the distribution. This subsection does not affect the validity of an obligation or liability of a member created by an agreement or other applicable law for the amount of a distribution.

      [6.  Unless otherwise agreed, a]

      7.  A member who receives a distribution from a limited-liability company in violation of this section is not liable to the limited-liability company and, in the event of its dissolution or insolvency, to its creditors, or any of them, for the amount of the distribution after the expiration of 3 years after the date of the distribution unless an action to recover the distribution from the member is commenced before the expiration of the 3-year period following the distribution.

      Sec. 29.NRS 86.491 is hereby amended to read as follows:

      86.491  1.  A limited-liability company [organized pursuant to this chapter] must be dissolved and its affairs wound up:

      (a) At the time, if any, specified in the articles of organization;

      (b) Upon the occurrence of an event specified in an operating agreement;

      (c) Unless otherwise provided in the articles of organization or operating agreement, upon the affirmative vote or written agreement of all the members; or

 


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      (d) Upon entry of a decree of judicial dissolution pursuant to NRS 86.495.

      2.  The affairs of a series of a limited-liability company must be wound up:

      (a) At the time, if any, specified in the articles of organization;

      (b) Upon the occurrence of an event specified in the operating agreement;

      (c) Unless otherwise provided in the articles of organization or operating agreement, upon the affirmative vote or written agreement of all the members associated with the series; or

      (d) Upon entry of a decree of judicial termination of the series pursuant to NRS 86.495.

      3.  Unless otherwise provided in the articles of organization or operating agreement, upon the occurrence of an event requiring the affairs of a series to be wound up, a manager of the series who has not wrongfully terminated the series or, if none, the members associated with a series, or a person approved by all those members, may wind up the affairs of the series. Unless otherwise provided in the articles of organization or operating agreement, the person or persons winding up the affairs of the series:

      (a) May take all actions necessary or proper to wind up the affairs of the series; and

      (b) Shall distribute the assets of the series as provided in NRS 86.521 to the creditors of the series and the members associated with the series.

      4.  Except as otherwise provided in the articles of organization or operating agreement, the death, retirement, resignation, expulsion, bankruptcy, dissolution or dissociation of a member or any other event affecting a member, including, without limitation, a sole member, does not:

      (a) Terminate the status of the person as a member; or

      (b) Cause the limited-liability company to be dissolved or its affairs to be wound up.

      [3.] 5.  Except as otherwise provided in the articles of organization or operating agreement, upon the death of a natural person who is the sole member of a limited-liability company [,] or the sole member associated with a series, the status of the member, including the member’s interest, may pass to the heirs, successors and assigns of the member by will or applicable law. The heir, successor or assign of the member’s interest becomes a substituted member pursuant to NRS 86.351, subject to administration as provided by applicable law, without the permission or consent of the heirs, successors or assigns or those administering the estate of the deceased member.

      Sec. 30.NRS 86.495 is hereby amended to read as follows:

      86.495  1.  Upon application by or for a member, the district court may decree dissolution of a limited-liability company whenever it is not reasonably practicable to carry on the business of the company in conformity with the articles of organization or operating agreement.

      2.  Upon application by or for a member of a series, the district court may decree the termination of the series only, and not the dissolution of the company, whenever it is not reasonably practicable to carry on the business of the series in conformity with the articles of organization or operating agreement.

 


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      Sec. 31.NRS 86.541 is hereby amended to read as follows:

      86.541  1.  The signed articles of dissolution must be filed with the Secretary of State. Articles of dissolution [become] are effective upon filing the articles with the Secretary of State [.] or upon a later date specified in the articles, which must not be more than 90 days after the articles are filed.

      2.  Upon the filing of the articles of dissolution or upon a later date specified in the articles, the existence of the company ceases, except for the purpose of suits, other proceedings and appropriate action as provided in this chapter. The manager or managers in office at the time of dissolution, or the survivors of them, are thereafter trustees for the members and creditors of the dissolved company and as such have authority to distribute any property of the company discovered after dissolution, convey real estate and take such other action as may be necessary on behalf of and in the name of the dissolved company.

      Sec. 32.NRS 86.544 is hereby amended to read as follows:

      86.544  Before transacting business in this State, a foreign limited-liability company must register with the Secretary of State. In order to register, a foreign limited-liability company must submit to the Secretary of State an application for registration as a foreign limited-liability company, signed by a manager of the company or, if management is not vested in a manager, a member of the company and a signed certificate of acceptance of a resident agent. The application for registration must set forth:

      1.  The name of the foreign limited-liability company and, if different, the name under which it proposes to register and transact business in this State;

      2.  The state and date of its formation;

      3.  The name and address of the resident agent in this State whom the foreign limited-liability company elects to appoint;

      4.  A statement that the Secretary of State is appointed the agent of the foreign limited-liability company for service of process if the authority of the resident agent has been revoked, or if the resident agent has resigned or cannot be found or served with the exercise of reasonable diligence;

      5.  The address of the office required to be maintained in the state of its organization by the laws of that state or, if not so required, of the principal office of the foreign limited-liability company;

      6.  The name and business address of each manager or, if management is not vested in a manager, each member; [and]

      7.  The address of the office at which is kept a list of the names and addresses of the members and their capital contributions, together with an undertaking by the foreign limited-liability company to keep those records until the registration in this State of the foreign limited-liability company is cancelled or withdrawn [.] ; and

      8.  If the foreign limited-liability company has one or more series of members and if the debts or liabilities of a series are enforceable against the assets of that series only and not against the assets of the company generally or another series, a statement to that effect.

      Sec. 33.NRS 86.547 is hereby amended to read as follows:

      86.547  1.  A foreign limited-liability company may cancel its registration by filing with the Secretary of State a certificate of cancellation signed by a manager of the company or, if management is not vested in a manager, a member of the company.

 


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manager, a member of the company. The certificate, which must be accompanied by the required fees, must set forth:

      (a) The name of the foreign limited-liability company;

      (b) The effective date of the cancellation if other than the date of the filing of the certificate of cancellation [;] , which must not be more than 90 days after the certificate is filed; and

      (c) Any other information deemed necessary by the manager of the company or, if management is not vested in a manager, a member of the company.

      2.  A cancellation pursuant to this section does not terminate the authority of the Secretary of State to accept service of process on the foreign limited-liability company with respect to causes of action arising from the transaction of business in this State by the foreign limited-liability company.

      Sec. 34.NRS 87.460 is hereby amended to read as follows:

      87.460  1.  A certificate of registration of a registered limited-liability partnership may be amended by filing with the Secretary of State a certificate of amendment. The certificate of amendment must set forth:

      (a) The name of the registered limited-liability partnership; and

      (b) The change to the information contained in the original certificate of registration or any other certificates of amendment.

      2.  The certificate of amendment must be:

      (a) Signed by a managing partner of the registered limited-liability partnership; and

      (b) Accompanied by a fee of $175.

      3.  A certificate filed pursuant to this section is effective upon filing the certificate with the Secretary of State or upon a later date specified in the certificate, which must not be more than 90 days after the certificate is filed.

      Sec. 35.NRS 88.355 is hereby amended to read as follows:

      88.355  1.  A certificate of limited partnership is amended by filing a certificate of amendment thereto in the Office of the Secretary of State. The certificate must set forth:

      (a) The name of the limited partnership; and

      (b) The amendment.

      2.  Within 30 days after the happening of any of the following events an amendment to a certificate of limited partnership reflecting the occurrence of the event or events must be filed:

      (a) The admission of a new general partner;

      (b) The withdrawal of a general partner; or

      (c) The continuation of the business under NRS 88.550 after an event of withdrawal of a general partner.

      3.  A general partner who becomes aware that any statement in a certificate of limited partnership was false when made or that any arrangements or other facts described, except the address of its office or the name or address of its resident agent, have changed, making the certificate inaccurate in any respect, shall promptly amend the certificate.

      4.  A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine.

      5.  No person has any liability because an amendment to a certificate of limited partnership has not been filed to reflect the occurrence of any event referred to in subsection 2 if the amendment is filed within the 30-day period specified in subsection 2.

 


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      6.  A certificate of amendment filed pursuant to this section is effective upon filing the certificate with the Secretary of State or upon a later date specified in the certificate, which must not be more than 90 days after the certificate is filed.

      7.  A restated certificate of limited partnership may be signed and filed in the same manner as a certificate of amendment. If the certificate alters or amends the certificate of limited partnership in any manner, it must be accompanied by:

      (a) A resolution; or

      (b) A form prescribed by the Secretary of State,

Ê setting forth which provisions of the certificate of limited partnership on file with the Secretary of State are being altered or amended.

      Sec. 36.NRS 88.360 is hereby amended to read as follows:

      88.360  A certificate of limited partnership must be cancelled upon the dissolution and the commencement of winding up of the partnership or at any other time there are no limited partners. A certificate of cancellation must be filed in the Office of the Secretary of State and set forth:

      1.  The name of the limited partnership;

      2.  The reason for filing the certificate of cancellation;

      3.  The effective date [, which must be a date certain,] of the cancellation if [it is not to be effective upon] other than the date of the filing of the certificate [;] , which must not be more than 90 days after the certificate is filed; and

      4.  Any other information the general partners filing the certificate determine.

      Sec. 37.NRS 88.380 is hereby amended to read as follows:

      88.380  1.  A signed copy of the certificate of limited partnership and of any certificates of amendment or cancellation or of any judicial decree of amendment or cancellation must be delivered to the Secretary of State. A person who signs a certificate as an agent or fiduciary need not exhibit evidence of his authority as a prerequisite to filing. Unless the Secretary of State finds that any certificate does not conform to law, upon receipt of all filing fees required by law he shall file the certificate.

      2.  Upon the filing of a certificate of amendment or judicial decree of amendment [in the Office of] with the Secretary of State [,] or upon a later date specified in the certificate, which must not be more than 90 days after the certificate is filed, the certificate of limited partnership is amended as set forth therein, and upon the effective date of a certificate of cancellation or a judicial decree thereof, the certificate of limited partnership is cancelled.

      Sec. 38.NRS 88.595 is hereby amended to read as follows:

      88.595  A foreign limited partnership may cancel its registration by filing with the Secretary of State a certificate of cancellation signed by a general partner. The certificate must set forth:

      1.  The name of the foreign limited partnership;

      2.  The reason for filing the certificate of cancellation;

      3.  The effective date of the cancellation if other than the date of the filing of the certificate [of cancellation;] , which must not be more than 90 days after the certificate is filed; and

      4.  Any other information deemed necessary by the general partners of the partnership.

 


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Ê A cancellation does not terminate the authority of the Secretary of State to accept service of process on the foreign limited partnership with respect to causes of action arising out of the transactions of business in this State.

      Sec. 39.NRS 88A.420 is hereby amended to read as follows:

      88A.420  A certificate of trust must be cancelled upon the completion or winding up of the business trust and its termination. A certificate of cancellation must be signed by a trustee, filed with the Secretary of State, and set forth:

      1.  The name of the business trust;

      2.  [A future effective date of the certificate of cancellation, if it is not to be effective upon filing, which may] The effective date of the cancellation if other than the date of the filing of the certificate, which must not be more than 90 days after the certificate is filed; and

      3.  Any other information the trustee determines to include.

      Sec. 40.NRS 88A.740 is hereby amended to read as follows:

      88A.740  A foreign business trust may cancel its registration by filing with the Secretary of State a certificate of cancellation signed by a trustee. The certificate must set forth:

      1.  The name of the foreign business trust;

      2.  The effective date of the cancellation if other than the date of the filing of the certificate [of cancellation;] , which must not be more than 90 days after the certificate is filed; and

      3.  Any other information deemed necessary by the trustee.

Ê A cancellation does not terminate the authority of the Secretary of State to accept service of process on the foreign business trust with respect to causes of action arising out of the transaction of business in this State.

      Sec. 41.NRS 92A.100 is hereby amended to read as follows:

      92A.100  1.  Except as limited by NRS 78.411 to 78.444, inclusive, one or more domestic entities may merge into another entity if the plan of merger is approved pursuant to the provisions of this chapter.

      2.  Except as otherwise provided in NRS 92A.180, the plan of merger must set forth:

      (a) The name [, address] and jurisdiction of organization [and governing law] of each constituent entity;

      (b) The name, jurisdiction of organization and kind of entity or entities that will survive the merger;

      (c) The terms and conditions of the merger; and

      (d) The manner and basis , if any, of converting the owner’s interests of each constituent entity into owner’s interests, rights to purchase owner’s interests, or other securities of the surviving or other entity or into cash or other property in whole or in part [.] or cancelling such owner’s interests in whole or in part.

      3.  The plan of merger may set forth:

      (a) Amendments to the constituent documents of the surviving entity; and

      (b) Other provisions relating to the merger.

      4.  The plan of merger must be in writing.

      Sec. 42.NRS 92A.105 is hereby amended to read as follows:

      92A.105  1.  Except as limited by NRS 78.411 to 78.444, inclusive, one domestic general partnership or one domestic entity, except a domestic nonprofit corporation, may convert into a domestic entity of a different type or a foreign entity if the plan of conversion is approved pursuant to the provisions of this chapter.

 


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or a foreign entity if the plan of conversion is approved pursuant to the provisions of this chapter.

      2.  The plan of conversion must be in writing and set forth the:

      (a) Name of the constituent entity and the proposed name for the resulting entity;

      (b) [Address of the constituent entity and the resulting entity;

      (c)] Jurisdiction of the law that governs the constituent entity;

      [(d)](c) Jurisdiction of the law that will govern the resulting entity;

      [(e)](d) Terms and conditions of the conversion;

      [(f)](e) Manner and basis , if any, of converting the owner’s interest or the interest of a partner in a general partnership of the constituent entity into owner’s interests, rights of purchase and other securities in the resulting entity [; and

      (g)]or cancelling such owner’s interests in whole or in part; and

      (f) Full text of the [constituent] charter documents of the resulting entity.

      3.  The plan of conversion may set forth other provisions relating to the conversion.

      Sec. 43.NRS 92A.110 is hereby amended to read as follows:

      92A.110  1.  Except as a corporation is limited by NRS 78.411 to 78.444, inclusive, one or more domestic entities may acquire all of the outstanding owner’s interests of one or more classes or series of another entity not already owned by the acquiring entity or an affiliate thereof if the plan of exchange is approved pursuant to the provisions of this chapter.

      2.  The plan of exchange must set forth:

      (a) The name [, address] and jurisdiction of organization [and governing law] of each constituent entity;

      (b) The name, jurisdiction of organization and kind of each entity whose owner’s interests will be acquired by one or more other entities;

      (c) The terms and conditions of the exchange; and

      (d) The manner and basis , if any, of exchanging the owner’s interests to be acquired for owner’s interests, rights to purchase owner’s interests, or other securities of the acquiring or any other entity or for cash or other property in whole or in part [.] or cancelling such owner’s interests in whole or in part.

      3.  The plan of exchange may set forth other provisions relating to the exchange.

      4.  This section does not limit the power of a domestic entity to acquire all or part of the owner’s interests or one or more class or series of owner’s interests of another person through a voluntary exchange or otherwise.

      5.  The plan of exchange must be in writing.

      Sec. 44.NRS 92A.120 is hereby amended to read as follows:

      92A.120  1.  After adopting a plan of merger, exchange or conversion, the board of directors of each domestic corporation that is a constituent entity in the merger or conversion, or the board of directors of the domestic corporation whose shares will be acquired in the exchange, must submit the plan of merger, except as otherwise provided in NRS 92A.130 and 92A.180, the plan of conversion or the plan of exchange for approval by its stockholders who are entitled to vote on the plan [.] in accordance with the provisions of this section.

      2.  For a plan of merger, conversion or exchange to be approved:

 


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      (a) The board of directors must recommend the plan of merger, conversion or exchange to the stockholders, unless the board of directors determines that because of a conflict of interest or other special circumstances it should make no recommendation and it communicates the basis for its determination to the stockholders with the plan; and

      (b) The stockholders entitled to vote must approve the plan.

      3.  The board of directors may condition its submission of the proposed merger, conversion or exchange on any basis. The provisions of this section or this chapter must not be construed to permit a board of directors to submit, or to agree to submit, a plan of merger, conversion or exchange to the stockholders without the recommendation of the board required pursuant to paragraph (a) of subsection 2 unless the board of directors determines that because of a conflict of interest or other special circumstances it should make no recommendation and it communicates the basis for its determination to the stockholders with the plan. Any agreement of the board of directors to submit a plan of merger, conversion or exchange to the stockholders notwithstanding an adverse recommendation of the board of directors shall be deemed to be of no force or effect.

      4.  Unless the plan of merger, conversion or exchange is approved by the written consent of stockholders pursuant to subsection 7, the domestic corporation must notify each stockholder, whether or not he is entitled to vote, of the proposed stockholders’ meeting in accordance with NRS 78.370. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the plan of merger, conversion or exchange and must contain or be accompanied by a copy or summary of the plan.

      5.  Unless this chapter, the articles of incorporation, the resolutions of the board of directors establishing the class or series of stock or the board of directors acting pursuant to subsection 3 require a greater vote or a vote by classes of stockholders, the plan of merger or conversion must be approved by a majority of the voting power of the stockholders.

      6.  Unless the articles of incorporation or the resolution of the board of directors establishing a class or series of stock provide otherwise, or unless the board of directors acting pursuant to subsection 3 requires a greater vote, the plan of exchange must be approved by a majority of the voting power of each class and each series to be exchanged pursuant to the plan of exchange.

      7.  Unless otherwise provided in the articles of incorporation or the bylaws of the domestic corporation, the plan of merger, conversion or exchange may be approved by written consent as provided in NRS 78.320.

      8.  If an officer, director or stockholder of a domestic corporation, which will be the constituent entity in a conversion, will have any liability for the obligations of the resulting entity after the conversion because he will be the owner of an owner’s interest in the resulting entity, then that officer, director or stockholder must also approve the plan of conversion.

      9.  Unless otherwise provided in the articles of incorporation or bylaws of a domestic corporation, a plan of merger, conversion or exchange may contain a provision that permits amendment of the plan of merger, conversion or exchange at any time after the stockholders of the domestic corporation approve the plan of merger, conversion or exchange, but before the articles of merger, conversion or exchange become effective, without obtaining the approval of the stockholders of the domestic corporation for the amendment if the amendment does not:

 


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      (a) Alter or change the manner or basis of exchanging an owner’s interest to be acquired for owner’s interests, rights to purchase owner’s interests, or other securities of the acquiring entity or any other entity, or for cash or other property in whole or in part; or

      (b) Alter or change any of the terms and conditions of the plan of merger, conversion or exchange in a manner that adversely affects the stockholders of the domestic corporation.

      10.  [This section does not prevent or restrict a] A board of directors [from cancelling] shall cancel the proposed meeting or [removing] remove the plan of merger, conversion or exchange from consideration at the meeting if the board of directors determines that it is not advisable to submit the plan of merger, conversion or exchange to the stockholders for approval.

      Sec. 45.NRS 92A.180 is hereby amended to read as follows:

      92A.180  1.  A parent domestic corporation, whether or not for profit, parent domestic limited-liability company, unless otherwise provided in the articles of organization or operating agreement, or parent domestic limited partnership owning at least 90 percent of the outstanding shares of each class of a subsidiary corporation [,] entitled to vote on a merger, 90 percent of the percentage or other interest in the capital and profits of a subsidiary limited-liability company then owned by each class of members entitled to vote on a merger or 90 percent of the percentage or other interest in the capital and profits of a subsidiary limited partnership then owned by both the general partners and each class of limited partners entitled to vote on a merger may merge the subsidiary into itself without approval of the owners of the owner’s interests of the parent domestic corporation, domestic limited-liability company or domestic limited partnership or the owners of the owner’s interests of a subsidiary domestic corporation, subsidiary domestic limited-liability company or subsidiary domestic limited partnership.

      2.  A parent domestic corporation, whether or not for profit, parent domestic limited-liability company, unless otherwise provided in the articles of organization [,] or operating agreement, or parent domestic limited partnership owning at least 90 percent of the outstanding shares of each class of a subsidiary corporation [,] entitled to vote on a merger, 90 percent of the percentage or other interest in the capital and profits of a subsidiary limited-liability company then owned by each class of members [,] entitled to vote on a merger, or 90 percent of the percentage or other interest in the capital and profits of a subsidiary limited partnership then owned by both the general partners and each class of limited partners entitled to vote on a merger may merge with and into the subsidiary without approval of the owners of the owner’s interests of the subsidiary domestic corporation, subsidiary domestic limited-liability company or subsidiary domestic limited partnership.

      3.  The board of directors of a parent corporation, the managers of a parent limited-liability company with managers unless otherwise provided in the operating agreement, all members of a parent limited-liability company without managers unless otherwise provided in the operating agreement, or all general partners of a parent limited partnership shall adopt a plan of merger that sets forth:

      (a) The names of the parent and subsidiary; and

      (b) The manner and basis of converting the owner’s interests of the disappearing entity into the owner’s interests, obligations or other securities of the surviving or any other entity or into cash or other property in whole or in part.

 


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of the surviving or any other entity or into cash or other property in whole or in part.

      4.  The parent shall mail a copy or summary of the plan of merger to each owner of the subsidiary who does not waive the mailing requirement in writing.

      5.  Articles of merger under this section may not contain amendments to the constituent documents of the surviving entity except that the name of the surviving entity may be changed.

      6.  The articles of incorporation of a domestic corporation, the articles of organization of a domestic limited-liability company, the certificate of limited partnership of a domestic limited partnership or the certificate of trust of a domestic business trust may forbid that entity from entering into a merger pursuant to this section.

      Sec. 46.NRS 92A.380 is hereby amended to read as follows:

      92A.380  1.  Except as otherwise provided in NRS 92A.370 and 92A.390, any stockholder is entitled to dissent from, and obtain payment of the fair value of his shares in the event of any of the following corporate actions:

      (a) Consummation of a conversion or plan of merger to which the domestic corporation is a constituent entity:

             (1) If approval by the stockholders is required for the conversion or merger by NRS 92A.120 to 92A.160, inclusive, or the articles of incorporation, regardless of whether the stockholder is entitled to vote on the conversion or plan of merger; or

             (2) If the domestic corporation is a subsidiary and is merged with its parent pursuant to NRS 92A.180.

      (b) Consummation of a plan of exchange to which the domestic corporation is a constituent entity as the corporation whose subject owner’s interests will be acquired, if his shares are to be acquired in the plan of exchange.

      (c) Any corporate action taken pursuant to a vote of the stockholders to the extent that the articles of incorporation, bylaws or a resolution of the board of directors provides that voting or nonvoting stockholders are entitled to dissent and obtain payment for their shares.

      (d) Any corporate action not described in paragraph (a), (b) or (c) that will result in the stockholder receiving money or scrip instead of fractional shares.

      2.  A stockholder who is entitled to dissent and obtain payment pursuant to NRS 92A.300 to 92A.500, inclusive, may not challenge the corporate action creating his entitlement unless the action is unlawful or fraudulent with respect to him or the domestic corporation.

      Sec. 47.NRS 92A.420 is hereby amended to read as follows:

      92A.420  1.  If a proposed corporate action creating dissenters’ rights is submitted to a vote at a stockholders’ meeting, a stockholder who wishes to assert dissenter’s rights:

      (a) Must deliver to the subject corporation, before the vote is taken, written notice of his intent to demand payment for his shares if the proposed action is effectuated; and

      (b) Must not vote his shares in favor of the proposed action.

      2.  If a proposed corporate action creating dissenters’ rights is taken by written consent of the stockholders, a stockholder who wishes to assert dissenters’ rights must not consent to or approve the proposed corporate action.

 


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dissenters’ rights must not consent to or approve the proposed corporate action.

      3.  A stockholder who does not satisfy the requirements of subsection 1 or 2 and NRS 92A.400 is not entitled to payment for his shares under this chapter.

      Sec. 48.NRS 92A.430 is hereby amended to read as follows:

      92A.430  1.  [If a proposed corporate action creating dissenters’ rights is authorized at a stockholders’ meeting, the] The subject corporation shall deliver a written dissenter’s notice to all stockholders [who satisfied the requirements] entitled to assert [those] dissenters’ rights.

      2.  The dissenter’s notice must be sent no later than 10 days after the effectuation of the corporate action, and must:

      (a) State where the demand for payment must be sent and where and when certificates, if any, for shares must be deposited;

      (b) Inform the holders of shares not represented by certificates to what extent the transfer of the shares will be restricted after the demand for payment is received;

      (c) Supply a form for demanding payment that includes the date of the first announcement to the news media or to the stockholders of the terms of the proposed action and requires that the person asserting dissenter’s rights certify whether or not he acquired beneficial ownership of the shares before that date;

      (d) Set a date by which the subject corporation must receive the demand for payment, which may not be less than 30 nor more than 60 days after the date the notice is delivered; and

      (e) Be accompanied by a copy of NRS 92A.300 to 92A.500, inclusive.

      Sec. 49.NRS 14.020 is hereby amended to read as follows:

      14.020  1.  Every corporation, miscellaneous organization described in chapter 81 of NRS, limited-liability company, limited-liability partnership, limited partnership, limited-liability limited partnership, business trust and municipal corporation created and existing under the laws of this State, any other state, territory or foreign government, or the Government of the United States, doing business in this State shall appoint and keep in this State a resident agent who resides or is located in this State, upon whom all legal process and any demand or notice authorized by law to be served upon it may be served in the manner provided in subsection 2. The corporation, miscellaneous organization, limited-liability company, limited-liability partnership, limited partnership, limited-liability limited partnership, business trust or municipal corporation shall file with the Secretary of State a certificate of acceptance of appointment signed by its resident agent. The certificate must set forth the full name and street address of the resident agent. A certificate of change of resident agent must be filed in the manner provided in title 7 of NRS if the corporation, miscellaneous organization, limited-liability company, limited-liability partnership, limited partnership, limited-liability limited partnership, business trust or municipal corporation desires to change its resident agent. A certificate of name change of resident agent must be filed in the manner provided in title 7 of NRS if the name of a resident agent is changed as a result of a merger, conversion, exchange, sale, reorganization or amendment.

      2.  All legal process and any demand or notice authorized by law to be served upon the [foreign] corporation, miscellaneous organization, limited-liability company, limited-liability partnership, limited partnership, limited-liability limited partnership, business trust or municipal corporation may be served upon the resident agent personally or by leaving a true copy thereof with a person of suitable age and discretion at the address of the registered office shown on the current certificate of acceptance filed with the Secretary of State.

 


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liability limited partnership, business trust or municipal corporation may be served upon the resident agent personally or by leaving a true copy thereof with a person of suitable age and discretion at the address of the registered office shown on the current certificate of acceptance filed with the Secretary of State.

      3.  Unless the registered office is the home residence of the resident agent, the registered office of a corporation, miscellaneous organization, limited-liability company, limited-liability partnership, limited partnership, limited-liability limited partnership, business trust or municipal corporation must be staffed during normal business hours by:

      (a) The resident agent; or

      (b) One or more natural persons who are:

             (1) Of suitable age and discretion to receive service of legal process and any demand or notice authorized by law to be served upon the corporation, miscellaneous organization, limited-liability company, limited-liability partnership, limited partnership, limited-liability limited partnership, business trust or municipal corporation; and

             (2) Authorized by the resident agent to receive service of legal process and any demand or notice authorized by law to be served upon the corporation, miscellaneous organization, limited-liability company, limited-liability partnership, limited partnership, limited-liability limited partnership, business trust or municipal corporation.

      4.  A corporation, miscellaneous organization, limited-liability company, limited-liability partnership, limited partnership, limited-liability limited partnership, business trust or municipal corporation that fails or refuses to comply with the requirements of subsection 3 is subject to a fine of not less than $100 nor more than $500 for each day of such failure or refusal to comply with the requirements of subsection 3, to be recovered with costs by the State, before any court of competent jurisdiction, by action at law prosecuted by the Attorney General or by the district attorney of the county in which the action or proceeding to recover the fine is prosecuted.

      5.  Subsection 2 provides an additional mode and manner of serving process, demand or notice and does not affect the validity of any other service authorized by law.

      6.  As used in this section:

      (a) “Registered office” means the office maintained at the street address of the resident agent.

      (b) “Street address” means the actual physical location in this State at which a resident agent is available for service of process.

      Sec. 50.NRS 14.030 is hereby amended to read as follows:

      14.030  1.  If any artificial person described in NRS 14.020 fails to appoint a resident agent, or fails to file a certificate of acceptance of appointment for 30 days after a vacancy occurs in the agency, on the production of a certificate of the Secretary of State showing either fact, which is conclusive evidence of the fact so certified to be made a part of the return of service, or if the registered office of the artificial person is not staffed as required pursuant to NRS 14.020, which fact is to be made part of the return of service, the artificial person may be served with any and all legal process, or a demand or notice described in NRS 14.020, by delivering a copy to the Secretary of State, or, in his absence, to any deputy secretary of state, and such service is valid to all intents and purposes. The copy must:

 


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      (a) Include a specific citation to the provisions of this section. The Secretary of State may refuse to accept such service if the proper citation is not included.

      (b) Be accompanied by a fee of $10.

Ê The Secretary of State shall keep a copy of the legal process received pursuant to this section in his office for at least 1 year after receipt thereof and shall make those records available for public inspection during normal business hours.

      2.  In all cases of such service, the defendant has 40 days, exclusive of the day of service, within which to answer or plead.

      3.  Before such service is authorized, the plaintiff shall make or cause to be made and filed an affidavit setting forth the facts, showing that due diligence has been used to ascertain the whereabouts of the officers of the artificial person to be served, and the facts showing that direct or personal service on, or notice to, the artificial person cannot be had.

      4.  If it appears from the affidavit that there is a last known address of the artificial person or any known officers thereof, the plaintiff shall, in addition to and after such service on the Secretary of State, mail or cause to be mailed to the artificial person or to the known officer, at such address, by registered or certified mail, a copy of the summons and a copy of the complaint, and in all such cases the defendant has 40 days after the date of the mailing within which to appear in the action.

      5.  This section provides an additional manner of serving process, and does not affect the validity of any other valid service.

      Sec. 51.NRS 41.270 is hereby amended to read as follows:

      41.270  Any natural person desiring to have his name changed may file a verified petition with the clerk of the district court of the district in which he resides. The petition shall be addressed to the court and shall state the applicant’s present name, the name which he desires to bear in the future, the reason for desiring the change and whether he has been convicted of a felony.

      Sec. 52.Chapter 100 of NRS is hereby amended by adding thereto the provisions set forth as sections 53 to 56, inclusive, of this act.

      Sec. 53.Sections 53 to 56, inclusive, of this act may be known and cited as the Asset-Backed Securities Facilitation Act.

      Sec. 54.1.  As used in sections 53 to 56, inclusive, of this act, unless the context otherwise requires, the terms “securitization” and “securitization transaction” include, without limitation, the pooling and repackaging by a special purpose entity of assets or other credit exposures that may be sold to investors.

      2.  The terms include transactions that create stratified credit risk positions whose performance is dependent upon an underlying pool of credit exposures, including, without limitation, loans and commitments.

      3.  The terms must be construed broadly.

      Sec. 55.Notwithstanding any other provision of law, including, without limitation, NRS 104.9623, to the extent set forth in the transaction documents relating to a securitization transaction:

      1.  Any property, assets or rights purported to be transferred, in whole or in part, in the securitization transaction shall be deemed to be no longer the property, assets or rights of the transferor;

      2.  A transferor in the securitization transaction, its creditors or, in any insolvency proceeding with respect to the transferor or property of the transferor, a bankruptcy trustee, receiver, debtor, debtor in possession or similar person, to the extent that the issue is governed by the laws of this State, has no rights, legal or equitable, to reacquire, reclaim, recover, repudiate, disaffirm, redeem or recharacterize as property of the transferor any property, assets or rights purported to be transferred, in whole or in part, by the transferor; and

 


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transferor, a bankruptcy trustee, receiver, debtor, debtor in possession or similar person, to the extent that the issue is governed by the laws of this State, has no rights, legal or equitable, to reacquire, reclaim, recover, repudiate, disaffirm, redeem or recharacterize as property of the transferor any property, assets or rights purported to be transferred, in whole or in part, by the transferor; and

      3.  In the event of a bankruptcy, receivership or other insolvency proceeding with respect to the transferor or property of the transferor, to the extent that the issue is governed by the laws of this State, such property, assets and rights shall be deemed not to be part of the property, assets, rights or estate of the transferor.

      Sec. 56.The provisions of sections 53 to 56, inclusive, of this act must not be construed or interpreted to:

      1.  Require any securitization transaction to be treated as a sale for federal or state tax purposes or to preclude the treatment of any securitization transaction as debt for federal or state tax purposes;

      2.  Alter or amend any applicable laws relating to the perfection and priority of security ownership interests of persons other than the transferor, hypothetical lien creditor or, in the event of a bankruptcy, receivership or other insolvency proceeding with respect to the transferor or property of the transferor, a bankruptcy trustee, receiver, debtor, debtor in possession or similar person; or

      3.  Alter or amend the tax treatment of securitization transactions that take place pursuant to sections 53 to 56, inclusive, of this act.

      Sec. 57.  Chapter 237 of NRS is hereby amended by adding thereto a new section to read as follows:

      1.  If a local government sells, leases, transfers or conveys land to, or exchanges land with, a domestic or foreign limited-liability company, the local government shall require the domestic or foreign limited-liability company to submit a disclosure to the local government setting forth the name of any person who holds an ownership interest of 1 percent or more in the domestic or foreign limited-liability company. The disclosure must be made available for public inspection upon request.

      2.  As used in this section:

      (a) “Land” includes all lands, including improvements and fixtures thereon, lands under water, all easements and hereditaments, corporeal or incorporeal, and every estate, interest and right, legal or equitable, in lands or water, and all rights, interests, privileges, easements, encumbrances and franchises relating to the same, including terms for years and liens by way of judgment, mortgage or otherwise.

      (b) “Local government” means any political subdivision of this State, including, without limitation, any county, city, town, board, airport authority, regional transportation commission, fire protection district, irrigation district, school district or other special district that performs a governmental function.

      Secs. 58-60.  (Deleted by amendment.)

      Sec. 61.  Chapter 321 of NRS is hereby amended by adding thereto a new section to read as follows:

      1.  If the State Land Registrar sells, leases, transfers or conveys land to, or exchanges land with, a domestic or foreign limited-liability company, the State Land Registrar shall require the domestic or foreign limited-liability company to submit a disclosure to the State Land Registrar setting forth the name of any person who holds an ownership interest of 1 percent or more in the domestic or foreign limited-liability company.

 


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forth the name of any person who holds an ownership interest of 1 percent or more in the domestic or foreign limited-liability company. The disclosure must be made available for public inspection upon request.

      2.  As used in this section, “land” includes all lands, including improvements and fixtures thereon, lands under water, all easements and hereditaments, corporeal or incorporeal, and every estate, interest and right, legal or equitable, in lands or water, and all rights, interests, privileges, easements, encumbrances and franchises relating to the same, including terms for years and liens by way of judgment, mortgage or otherwise.

      Secs. 62-64.  (Deleted by amendment.)

      Sec. 65.  Chapter 396 of NRS is hereby amended by adding thereto a new section to read as follows:

      1.  If the System sells, leases, transfers or conveys land to, or exchanges land with, a domestic or foreign limited-liability company, the Board of Regents shall require the domestic or foreign limited-liability company to submit a disclosure to the Board of Regents setting forth the name of any person who holds an ownership interest of 1 percent or more in the domestic or foreign limited-liability company. The disclosure must be made available for public inspection upon request.

      2.  As used in this section, “land” includes all lands, including improvements and fixtures thereon, lands under water, all easements and hereditaments, corporeal or incorporeal, and every estate, interest and right, legal or equitable, in lands or water, and all rights, interests, privileges, easements, encumbrances and franchises relating to the same, including terms for years and liens by way of judgment, mortgage or otherwise.

      Sec. 66.Chapter 602 of NRS is hereby amended by adding thereto a new section to read as follows:

      The provisions of this chapter do not authorize a natural person to change his name pursuant to this chapter, and a natural person who desires to change his name must comply with the procedures set forth in NRS 41.270, 41.280 and 41.290.

      Sec. 67.NRS 602.017 is hereby amended to read as follows:

      602.017  1.  No person may adopt any fictitious name which includes “Corporation,” “Corp.,” “Incorporated,” or “Inc.” in its title, unless that person is a corporation organized or qualified to do business pursuant to the laws of this State.

      2.  No person may adopt any fictitious name which includes “Limited-Liability Company,” “Limited Liability Company,” “Limited Company,” or the abbreviations “L.L.C.,” “L.C.,” “LLC” or “LC” in its title, unless that person is a limited-liability company organized or registered to do business pursuant to the laws of this State.

      3.  No person may adopt any fictitious name which includes “Business Trust” or the abbreviation “B.T.” or “BT” in its title unless that person is a business trust organized or registered to do business pursuant to the laws of this State.

      4.  No person may adopt any fictitious name which includes “Professional Corporation” or the abbreviation “Prof. Corp.,” “P.C.” or “PC,” the word “Chartered” or the abbreviation “Chtd.,” in its title unless that person is a professional corporation organized to do business pursuant to the laws of this State.

 


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ê2005 Statutes of Nevada, Page 2210 (Chapter 459, SB 338)ê

 

      5.  No person may adopt any fictitious name which includes “Professional Association,” “Professional Organization” or the abbreviations “Prof. Ass’n” or “Prof. Org.” in its title unless that person is a professional association organized to do business pursuant to the laws of this State.

      6.  No person may adopt any fictitious name which includes “Limited” or the abbreviation “Ltd.,” in its title unless the person is a corporation, limited-liability company, registered limited-liability partnership, limited partnership or professional corporation organized, qualified or registered to do business pursuant to the laws of this State.

      7.  No natural person may adopt any fictitious name which appears to be the name of a natural person unless the name includes an additional word or words which indicate that the fictitious name is not the name of a natural person.

      8.  No county clerk may accept for filing a certificate which violates any provision of this chapter.

________

 

EMERGENCY REQUEST of Speaker of the Assembly

 

CHAPTER 460, AB 574

Assembly Bill No. 574—Assemblymen Perkins and Anderson

 

CHAPTER 460

 

AN ACT relating to gaming; revising provisions governing the approval of a nonrestricted license for an establishment that is not a resort hotel in certain counties; revising provisions governing the moving of the location of an establishment and the transferring of its license to another location; and providing other matters properly relating thereto.

 

[Approved: June 17, 2005]

 

THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN

SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:

 

      Section 1. NRS 463.1605 is hereby amended to read as follows:

      463.1605  1.  Except as otherwise provided in subsection 3, the Commission shall not approve a nonrestricted license, other than for the operation of a race book or sports pool at an establishment which holds a nonrestricted license to operate both gaming devices and a gambling game, for an establishment in a county whose population is 100,000 or more unless the establishment is a resort hotel.

      2.  A county, city or town may require resort hotels to meet standards in addition to those required by this chapter as a condition of issuance of a gaming license by the county, city or town.

      3.  The Commission may approve a nonrestricted license for an establishment which is not a resort hotel at a new location if [the] :

      (a) The establishment was acquired or displaced pursuant to a redevelopment project undertaken by an agency created pursuant to NRS 279.382 to 279.685, inclusive [.] , in accordance with a final order of condemnation entered before the effective date of this act; or

 


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ê2005 Statutes of Nevada, Page 2211 (Chapter 460, AB 574)ê

 

      (b) The establishment was acquired or displaced pursuant to a redevelopment project undertaken by an agency created pursuant to NRS 279.382 to 279.685, inclusive, in accordance with a final order of condemnation entered on or after the effective date of this act, and the new location of the establishment is within the same redevelopment area as the former location of the establishment.

      Sec. 2. NRS 463.302 is hereby amended to read as follows:

      463.302  1.  Notwithstanding any other provision of law and except as otherwise provided in this section, the Board may, in its sole and absolute discretion, allow a licensee to move the location of its establishment and transfer its restricted or nonrestricted license to:

      (a) A location within a redevelopment [zone,] area created pursuant to chapter 279 of NRS, if the redevelopment [zone] area is located in the same local governmental jurisdiction as the existing location of the establishment; [or]

      (b) Any other location, if the move and transfer are necessary because the existing location of the establishment has been taken by the State or a local government through condemnation or eminent domain [.] in accordance with a final order of condemnation entered before the effective date of this act; or

      (c) In any county other than a county whose population is 100,000 or more but less than 400,000, any other location within the same local governmental jurisdiction as the existing location of the establishment, if the move and transfer are necessary because the existing location of the establishment has been taken by the State or a local government through condemnation or eminent domain in accordance with a final order of condemnation entered on or after the effective date of this act.

      2.  The Board shall not approve a move and transfer pursuant to subsection 1 unless, before the move and transfer, the licensee receives all necessary approvals from the local government having jurisdiction over the location to which the establishment wants to move and transfer its license.

      3.  Before a move and transfer pursuant to subsection 1, the Board may require the licensee to apply for a new license pursuant to the provisions of this chapter.

      4.  The provisions of subsection 1 do not apply to an establishment that is:

      (a) A resort hotel; or

      (b) Located in a county, city or town which has established one or more gaming enterprise districts.

      Sec. 3.  1.  Notwithstanding the provisions of paragraph (b) of subsection 4 of NRS 463.302, as amended by section 2 of this act, the Nevada Gaming Control Board may, in its sole and absolute discretion, allow a licensee to move the location of its establishment and transfer its restricted or nonrestricted license pursuant to the provisions of NRS 463.302, as amended by section 2 of this act, if:

      (a) The establishment holds a nonrestricted license on the effective date of this act but is not a resort hotel;

      (b) The establishment is located in a county whose population is 400,000 or more and is located within a redevelopment area of the county on the effective date of this act;

 


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ê2005 Statutes of Nevada, Page 2212 (Chapter 460, AB 574)ê

 

      (c) The establishment is acquired, displaced or relocated pursuant to a redevelopment project undertaken by an agency created pursuant to NRS 279.382 to 279.685, inclusive;

      (d) The establishment is to be relocated within the redevelopment area of the county to a proposed location that is within 200 feet of the existing location of the establishment;

      (e) The establishment will have a casino area that is less than or equal to the size of the casino area of the existing establishment; and

      (f) The redevelopment agency and the board of county commissioners approve the move of the location of the establishment at a public hearing that is conducted in compliance with the provisions of subsection 2.

      2.  A public hearing to consider the move of the location of an establishment must comply with the following requirements:

      (a) At least 10 days before the date of the public hearing, a notice of the hearing must be mailed to:

             (1) Each owner of real property whose property line is less than 2,500 feet from the property line of the proposed location of the establishment;

             (2) The owner, as listed on the county assessor’s records, of each of the 30 separately owned parcels nearest the proposed location of the establishment, to the extent this notice does not duplicate the notice given pursuant to any other provision of this paragraph;

             (3) Each tenant of a mobile home park whose property line is less than 2,500 feet from the property line of the proposed location of the establishment; and

             (4) Any advisory board that represents one or more owners of real property or tenants of a mobile home park whose property line is less than 2,500 feet from the property line of the proposed location of the establishment.

      (b) The notice mailed pursuant to paragraph (a) must be written in language that is easy to understand and must set forth the date, time, place and purpose of the public hearing and contain a physical description or map of the proposed location of the establishment.

      (c) The licensee shall pay the costs of providing the notice that is required pursuant to paragraph (a).

      (d) Any interested person is entitled to be heard at the public hearing.

      Sec. 4.  This act becomes effective upon passage and approval.

________

 

CHAPTER 461, AB 143

Assembly Bill No. 143–Assemblymen Horne, Giunchigliani, Parks, Conklin, Allen, Arberry Jr., Atkinson, Buckley, Christensen, Denis, Gansert, Gerhardt, Goicoechea, Grady, Hardy, Hogan, Kirkpatrick, Leslie, Mabey, Manendo, McClain, Mortenson, Munford, Oceguera, Ohrenschall, Parnell, Perkins, Pierce, Seale and Sibley

 

Joint Sponsors: Senators Amodei, Care, Carlton, Wiener, Beers, Cegavske, Hardy, Horsford, McGinness, Nolan, Titus and Washington

 

CHAPTER 461

 

AN ACT relating to property; establishing certain requirements that a redevelopment agency must meet before commencing an eminent domain proceeding against a property owner; making various changes concerning factors characterizing a blighted area for purposes of the Community Redevelopment Law; establishing certain requirements that a governmental entity must meet before exercising the power of eminent domain to acquire certain property for the purpose of open-space use; and providing other matters properly relating thereto.

 


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ê2005 Statutes of Nevada, Page 2213 (Chapter 461, AB 143)ê

 

domain proceeding against a property owner; making various changes concerning factors characterizing a blighted area for purposes of the Community Redevelopment Law; establishing certain requirements that a governmental entity must meet before exercising the power of eminent domain to acquire certain property for the purpose of open-space use; and providing other matters properly relating thereto.

 

[Approved: June 17, 2005]

 

THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN

SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:

 

      Section 1. Chapter 279 of NRS is hereby amended by adding thereto the provisions set forth as sections 2, 3 and 4 of this act.

      Sec. 2.  “Eligible railroad” means a railroad in existence on or before July 1, 2005:

      1.  That is located in a county whose population is less than 100,000; and

      2.  Of which not less than one-half of the ownership interest in the railroad is held by a governmental entity or nonprofit organization, or both.

      Sec. 3. 1.  Before an agency may exercise the power of eminent domain to acquire property for a redevelopment project, the agency must:

      (a) Negotiate in good faith with the owner of the property and attempt to reach an agreement regarding the amount of compensation to be paid for the property;

      (b) Provide the owner with a written offer of compensation in the manner set forth in subsection 2 and allow the owner at least 30 days after the date he receives the offer to respond to the offer, unless the offer is returned as undeliverable; and

      (c) Provide the owner with a copy of the appraisal report upon which the offer of compensation is based at the time the offer is made.

      2.  A written offer of compensation required pursuant to subsection 1:

      (a) Must include written notice to the owner of the property informing him of the following:

             (1) That all or a portion of his property is necessary to carry out the redevelopment plan;

             (2) The nature of the intended redevelopment, at the time of the written offer, for which the property is considered necessary;

             (3) The parcel number or other reasonably detailed description of the property sought to be acquired;

             (4) That the agency has provided a copy of the appraisal report upon which the offer of compensation is based;

             (5) That the agency will provide copies, to the extent prepared, of any preliminary plans or redevelopment plans within 15 days upon request; and

             (6) The rights and responsibilities of the owner pursuant to this section.

      (b) Must include the value of the property sought to be acquired plus damages, if any, as appraised by the agency.

 


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ê2005 Statutes of Nevada, Page 2214 (Chapter 461, AB 143)ê

 

      (c) Must be sent by certified mail, return receipt requested, to the last known address of the owner of the property as shown in the records of the county assessor or by personal delivery. If there is more than one owner of the property, notice must be sent to all owners of the property. If the written offer of compensation is returned as undeliverable, no additional notice is required. The agency is not required to provide an additional written offer of compensation to a person who acquires title to the property after the written offer of compensation has been provided in the manner required pursuant to this paragraph.

      3.  If the owner of the property has an appraisal performed on his own behalf, the owner must provide the agency with a copy of the appraisal report.

      Sec. 4. Before a person who seeks to purchase, lease or otherwise acquire or increase an interest in any property within a redevelopment area may request an agency to exercise the power of eminent domain to acquire the property, the person requesting the redevelopment must negotiate in good faith with the owner of the property to reach an agreement to purchase the property from the owner of the property.

      Sec. 5. NRS 279.382 is hereby amended to read as follows:

      279.382  The provisions contained in NRS 279.382 to 279.685, inclusive, and sections 2, 3 and 4 of this act may be cited as the Community Redevelopment Law.

      Sec. 6.  NRS 279.384 is hereby amended to read as follows:

      279.384  As used in NRS 279.382 to 279.685, inclusive, and section 2 of this act, unless the context otherwise requires, the words and terms defined in NRS 279.386 to 279.414, inclusive, and section 2 of this act have the meanings ascribed to them in those sections.

      Sec. 7. NRS 279.388 is hereby amended to read as follows:

      279.388  [“Blighted]

      1.  Except as otherwise provided in subsection 2, “blighted area” means an area which is characterized by [one or more] at least four of the following factors:

      [1.](a) The existence of buildings and structures, used or intended to be used for residential, commercial, industrial or other purposes, or any combination thereof, which are unfit or unsafe for those purposes and are conducive to ill health, transmission of disease, infant mortality, juvenile delinquency or crime because of one or more of the following factors:

      [(a)] (1) Defective design and character of physical construction.

      [(b)] (2) Faulty arrangement of the interior and spacing of buildings.

      [(c) Overcrowding.

      (d)] (3) Inadequate provision for ventilation, light, sanitation, open spaces and recreational facilities.

      [(e)] (4) Age, obsolescence, deterioration, dilapidation, mixed character or shifting of uses.

      [2.](b) An economic dislocation, deterioration or disuse . [, resulting from faulty planning.

      3.](c) The subdividing and sale of lots of irregular form and shape and inadequate size for proper usefulness and development.

      [4.](d) The laying out of lots in disregard of the contours and other physical characteristics of the ground and surrounding conditions.

      [5.](e) The existence of inadequate streets, open spaces and utilities.

      [6.](f) The existence of lots or other areas which may be submerged.

 


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      [7.](g) Prevalence of depreciated values, impaired investments and social and economic maladjustment to such an extent that the capacity to pay taxes is substantially reduced and tax receipts are inadequate for the cost of public services rendered.

      [8.](h) A growing or total lack of proper utilization of some parts of the area, resulting in a stagnant and unproductive condition of land which is potentially useful and valuable for contributing to the public health, safety and welfare.

      [9.](i) A loss of population and a reduction of proper use of some parts of the area, resulting in its further deterioration and added costs to the taxpayer for the creation of new public facilities and services elsewhere.

      (j) The environmental contamination of buildings or property.

      (k) The existence of an abandoned mine.

      2.  If the subject of the redevelopment is an eligible railroad or facilities related to an eligible railroad, “blighted area” means an area which is characterized by at least four of the factors set forth in subsection 1 or characterized by one or more of the following factors:

      (a) The existence of railroad facilities, used or intended to be used, for commercial, industrial or other purposes, or any combination thereof, which are unfit or unsafe for those purposes because of age, obsolescence, deterioration or dilapidation.

      (b) A growing or total lack of proper utilization of the railroad facilities resulting in a stagnant and unproductive condition of land which is potentially useful and valuable for contributing to the public health, safety and welfare.

      (c) The lack of adequate rail facilities has resulted or will result in an economic hardship to the community.

      Sec. 8.  NRS 279.408 is hereby amended to read as follows:

      279.408  1.  “Redevelopment” means the planning, development, replanning, redesign, clearance, reconstruction or rehabilitation, or any combination of these, of all or part of a redevelopment area, and the provision of such residential, commercial, industrial, public or other structures or spaces as may be appropriate or necessary in the interest of the general welfare, including:

      (a) Recreational and other facilities appurtenant thereto.

      (b) Eligible railroads or facilities related to eligible railroads.

      (c) The alteration, improvement, modernization, reconstruction or rehabilitation, or any combination thereof, of existing structures in a redevelopment area.

      [(c)] (d) Provision for uses involving open space, such as:

             (1) Streets and other public grounds;

             (2) Space around buildings, structures and improvements;

             (3) Improvements of recreational areas; and

             (4) Improvement of other public grounds.

      [(d)] (e) The replanning, redesign or original development of undeveloped areas where:

             (1) The areas are stagnant or used improperly because of defective or inadequate layouts of streets, faulty layouts of lots in relation to size, shape, accessibility or usefulness, or for other causes; or

             (2) The areas require replanning and assembly of land for reclamation or development in the interest of the general welfare because of widely scattered ownership, tax delinquency or other reasons.

 


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ê2005 Statutes of Nevada, Page 2216 (Chapter 461, AB 143)ê

 

      2.  “Redevelopment” does not exclude the continuance of existing buildings or uses whose demolition and rebuilding or change of use are not deemed essential to the redevelopment and rehabilitation of the area.

      Sec. 9. NRS 279.470 is hereby amended to read as follows:

      279.470  Within the redevelopment area or for purposes of redevelopment , an agency may:

      1.  Purchase, lease, obtain option upon [,] or acquire by gift, grant, bequest, devise or otherwise, any real or personal property, any interest in property and any improvements thereon.

      2.  Except as otherwise provided in NRS 279.471, and section 3 of this act, acquire real property by eminent domain.

      3.  Clear buildings, structures or other improvements from any real property acquired.

      4.  Sell, lease, exchange, subdivide, transfer, assign, pledge, encumber by mortgage, deed of trust or otherwise, or otherwise dispose of any real or personal property or any interest in property.

      5.  Insure or provide for the insurance of any real or personal property or operations of the agency against risks or hazards.

      6.  Rent, maintain, manage, operate, repair and clear such real property.

      Sec. 10. NRS 279.471 is hereby amended to read as follows:

      279.471  1.  [In a county whose population is 100,000 or more, an] An agency may exercise the power of eminent domain to acquire property for a redevelopment project only if:

      (a) The property sought to be acquired is necessary to carry out the redevelopment plan;

      (b) The agency has adopted a resolution of necessity that complies with the requirements set forth in subsection 2; and

      (c) The agency has [made every reasonable effort to negotiate the purchase of the property.] complied with the provisions of section 3 of this act.

      2.  A resolution of necessity required pursuant to paragraph (b) of subsection 1 must set forth:

      (a) A statement that the property will be acquired for purposes of redevelopment as authorized pursuant to subsection 17 of NRS 37.010 and subsection 2 of NRS 279.470;

      (b) A reasonably detailed description of the property to be acquired;

      (c) A finding by the agency that the public interest and necessity require the acquisition of the property;

      (d) A finding by the agency that acquisition of the property will be the option for redevelopment that is most compatible with the greatest public good and the least private injury; and

      (e) A finding by the agency that acquisition of the property is necessary for purposes of redevelopment.

      3.  After an agency adopts a resolution of necessity, the resolution so adopted and the findings set forth in the resolution are final and conclusive and are not subject to judicial review unless credible evidence is adduced to suggest that the resolution or the findings set forth therein were procured through bribery or fraud.

      Sec. 11.  NRS 279.519 is hereby amended to read as follows:

      279.519  1.  A redevelopment area need not be restricted to buildings, improvements or lands which are detrimental or inimical to the public health, safety or welfare, but may consist of an area in which such conditions predominate and injuriously affect the entire area.

 


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predominate and injuriously affect the entire area. A redevelopment area may include, in addition to blighted areas, lands, buildings or improvements which are not detrimental to the public health, safety or welfare, but whose inclusion is found necessary for the effective redevelopment of the area of which they are a part.

      2.  At least 75 percent of the area included within a redevelopment area must be improved land and may include, without limitation:

      (a) Public land upon which public buildings have been erected or improvements have been constructed.

      (b) Land on which an abandoned mine, landfill or other similar use is located and which is surrounded by or directly abuts the improved land.

      3.  The area included within a redevelopment area may be contiguous or noncontiguous.

      4.  If the subject of the redevelopment is an eligible railroad or facilities related to an eligible railroad, the area included within a redevelopment area may consist of contiguous or noncontiguous vacant land that:

      (a) Is located near the eligible railroad; and

      (b) May accommodate commercial or industrial facilities that may use the eligible railroad.

      5.  The taxable property in a redevelopment area must not be included in any subsequently created redevelopment area until at least 50 years after the effective date of creation of the first redevelopment area in which the property was included.

      [5.] 6.  As used in this section, “improved land” means [land] :

      (a) Land that contains structures which:

      [(a)] (1) Are used for residential, commercial, industrial or governmental purposes; and

      [(b)] (2) Have been connected to water facilities, sewer facilities or roads, or any combination thereof [,

Ê and any] ;

      (b) Any areas related to [such structures,] the structures described in paragraph (a), including, without limitation, landscaping areas, parking areas, parks and streets [.] ; and

      (c) If the subject of the redevelopment is an eligible railroad or facilities related to an eligible railroad:

             (1) Land on which the eligible railroad is located; and

             (2) Any areas related to the eligible railroad, including, without limitation, land on which is located railroad tracks, a railroad right-of-way or a facility related to the eligible railroad.

      Sec. 12.  NRS 279.586 is hereby amended to read as follows:

      279.586  1.  If the legislative body determines that:

      (a) The redevelopment area includes a blighted area, the redevelopment of which is necessary to effectuate the public purposes declared in NRS 279.382 to 279.685, inclusive;

      (b) The redevelopment plan would redevelop the area in conformity with NRS 279.382 to 279.685, inclusive, and is in the interests of the peace, health, safety and welfare of the community;

      (c) The redevelopment plan conforms to the general plan of the community;

      (d) The condemnation of real property, if provided for in the redevelopment plan, is necessary to the execution of the redevelopment plan and adequate provisions have been made for payment for property to be acquired as provided by law;

 


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ê2005 Statutes of Nevada, Page 2218 (Chapter 461, AB 143)ê

 

and adequate provisions have been made for payment for property to be acquired as provided by law;

      (e) Adequate permanent housing is or will be made available in the community for displaced occupants of the redevelopment area at rents comparable to those in the community at the time of displacement, if the redevelopment plan may result in the temporary or permanent displacement of any occupants of housing in the redevelopment area;

      (f) All noncontiguous areas of a redevelopment area [are either] :

             (1) Are blighted or necessary for effective redevelopment; or

             (2) Satisfy the requirements set forth in subsection 4 of NRS 279.519;

      (g) Inclusion of any lands, buildings or improvements which are not detrimental to the public health, safety or welfare is necessary for the effective redevelopment of the area of which they are a part; and

      (h) Adequate provisions have been made for the payment of the principal of and interest on any bonds which may be issued by the agency, if provided for in the redevelopment plan,

Ê the legislative body may adopt, by ordinance, the plan as the official redevelopment plan for the redevelopment area.

      2.  The ordinance must:

      (a) Contain a legal description of the boundaries of the redevelopment area covered by the redevelopment plan;

      (b) Set forth the purposes and intent of the legislative body with respect to the redevelopment area;

      (c) Designate the approved plan as the official redevelopment plan of the redevelopment area and incorporate it by reference; and

      (d) Contain the determinations of the legislative body as set forth in subsection 1.

      Sec. 13.  Chapter 37 of NRS is hereby amended by adding thereto a new section to read as follows:

      1.  Notwithstanding any other provision of law, an agency may not exercise the power of eminent domain to acquire a parcel of property or group of contiguous parcels of property that is more than 40 acres in area for the purpose of open-space use unless:

      (a) Before the governing body of the agency votes to commence an action in eminent domain to acquire the property, the agency has negotiated with the owner of the property, in good faith, for a period of not less than 24 months beginning on the date on which the agency provided the written offer of compensation to the owner of the property pursuant to subsection 2, to reach an agreement regarding the amount of compensation to be paid for the property;

      (b) The use of the property for the purpose of open-space use conforms with any applicable provisions of the applicable:

             (1) Master plan adopted pursuant to chapter 278 of NRS;

             (2) Zoning regulations adopted pursuant to chapter 278 of NRS; and

             (3) Open-space plan adopted pursuant to chapter 376A of NRS;

      (c) Each acre of the property is necessary for the purpose of open-space use and will be devoted to open-space use for not less than 50 years; and

 


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ê2005 Statutes of Nevada, Page 2219 (Chapter 461, AB 143)ê

 

      (d) If the agency is seeking to acquire water rights appurtenant to the property, the agency uses the water beneficially on the property for the purpose of open-space use.

      2.  To satisfy the requirement to have negotiated with the owner of the property in good faith, pursuant to paragraph (a) of subsection 1, an agency must, at a minimum:

      (a) Provide to the owner of the property, by personal delivery or by certified mail, return receipt requested, a written offer of compensation that includes:

             (1) A copy of the appraisal report upon which the offer of compensation is based;

             (2) A detailed description of the nature of the intended use of each acre of the property and the specific reasons for the necessity of acquiring each acre of the property for the purpose of open-space use;

             (3) If the agency is seeking to acquire any water rights appurtenant to the property, a detailed description of the intended beneficial use of the water rights on the property and the specific reasons for the necessity of acquiring the water rights; and

             (4) The value of the property, plus damages, if any, as appraised by the agency; and

      (b) Attempt to engage in meaningful negotiations with the owner of the property at least once per calendar month during the period described in paragraph (a) of subsection 1.

      3.  As used in this section:

      (a) “Agency” means the State of Nevada, any political subdivision of the State or any other governmental entity that possesses the power of eminent domain.

      (b) “Open-space plan” has the meaning ascribed to it in NRS 376A.010.

      (c) “Open-space use” means the use of property:

             (1) To promote the conservation of open space and the protection of other natural and scenic resources from unreasonable impairment; or

             (2) To protect, conserve or preserve wildlife habitat.

      Sec. 13.5. Section 3 of Senate Bill No. 326 of this session is hereby amended to read as follows:

       Sec. 3.  [Notwithstanding]

       1.  Except as otherwise provided in subsection 2, notwithstanding any other provision of law, if the State of Nevada, any political subdivision of the State or other governmental entity that has acquired property pursuant to the provisions of this chapter:

       [1.](a) Fails to use the property for the public purpose for which it was acquired; and

       [2.](b) Seeks to convey the right, title or interest in all or part of that property to any person,

Ê within 15 years after the property is acquired, the person from whom the property was acquired or his successor in interest must be granted the right of first refusal to purchase the right, title or interest in the property sought to be conveyed for fair market value which shall be deemed to be an amount which does not exceed the proportional amount paid by the State, political subdivision or other governmental entity for the acquisition of the property.

       2.  This section does not apply to property that is:

 


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ê2005 Statutes of Nevada, Page 2220 (Chapter 461, AB 143)ê

 

       (a) Acquired through the use of federal funds; or

       (b) Purchased as an early or total acquisition at the request of the owner of the property.

      Sec. 14.  The amendatory provisions of this act apply to an action in eminent domain that is filed on or after the effective date of this act.

      Sec. 15.  The amendatory provisions of section 7 of this act do not apply to a redevelopment area that is adopted by a governing body before October 1, 2005, but do apply to any annexations thereto that are adopted by the governing body on or after October 1, 2005.

      Sec. 16. 1.  This act becomes effective upon passage and approval.

      2.  Section 13.5 of this act expires by limitation on July 1, 2007.

________

 

CHAPTER 462, AB 440

Assembly Bill No. 440–Assemblymen Grady and Goicoechea (by request)

 

Joint Sponsors: Senators Amodei and Washington

 

CHAPTER 462

 

AN ACT relating to counties; revising the boundary line between Washoe County and Lyon County; and providing other matters properly relating thereto.

 

[Approved: June 17, 2005]

 

THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN

SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:

 

      Section 1. NRS 243.340 is hereby amended to read as follows:

      243.340  1.  There shall be a county, to be known as Washoe County, to include all that part of the State of Nevada within the boundaries described as follows: Beginning at the northwest corner of Carson City, and running easterly along the northern boundary of Carson City to the county boundary monument common to Washoe County, Lyon County, Carson City and Storey County; thence N. 12°22¢55² W. 3,137.70 feet to the section corner common to sections 10, 11, 14 and 15, T. 16 N., R. 20 E., M.D.B. & M.; thence easterly along the section line common to sections 11 and 14 to the section corner common to sections 11, 12, 13 and 14, T. 16 N., R. 20 E., M.D.B. & M.; thence northerly along the section line common to sections 11 and 12 to the section corner common to sections 1, 2, 11 and 12, T. 16 N., R. 20 E., M.D.B. & M.; thence continuing northerly along the section line common to sections 1 and 2 to the east one-quarter corner of section 2; thence easterly along the east-west one-quarter section line to the range line common to R. 20 E. and R. 21 E., M.D.B. & M.; thence northerly along such range line to the township line common to T. 16 N. and T. 17 N., M.D.B. & M.; thence continuing northerly along the range line to the section corner common to sections 25 and 36, T. 17 N., R. 20 E., and sections 30 and 31, T. 17 N., R. 21 E., M.D.B. & M.; thence continuing northerly along the range line to the section corner common to sections 24 and 25, T. 17 N., R. 20 E., and sections 19 and 30, T. 17 N., R. 21 E., M.D.B. & M.; thence continuing northerly along the range line to the section corner common to sections 13 and 24, T. 17 N., R. 20 E., and sections 18 and 19, T. 17 N., R. 21 E., ;

 


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ê2005 Statutes of Nevada, Page 2221 (Chapter 462, AB 440)ê

 

M.D.B. & M.; thence easterly along the section line common to sections 18 and 19 to the section corner common to sections 17, 18, 19 and 20, T. 17 N., R. 21 E., M.D.B. & M.; thence northerly along the section line common to sections 17 and 18 to the section corner common to sections 7, 8, 17 and 18, T. 17 N., R. 21 E., M.D.B. & M.; thence westerly along the section line common to sections 7 and 18 to the south one-quarter corner of section 7; thence northerly along the north-south one-quarter section line to the one-quarter corner common to sections 6 and 7, T. 17 N., R. 21 E., M.D.B. & M.; thence westerly along the section line common to sections 6 and 7 to the range line common to R. 20 E. and R. 21 E., M.D.B. & M.; thence northerly along the range line to the township line common to T. 17 N. and T. 18 N., M.D.B. & M.; thence westerly along the township line to the south one-quarter corner of section 36, T. 18 N., R. 20 E., M.D.B. & M.; thence northerly along the north-south one-quarter section line to the one-quarter corner common to sections 25 and 36, T. 18 N., R. 20 E., M.D.B. & M.; thence easterly along the section line common to sections 25 and 36 to the range line common to R. 20 E. and R. 21 E., M.D.B. & M.; thence northerly along the range line to the section corner common to sections 24 and 25, T. 18 N., R. 20 E., M.D.B. & M., and sections 19 and 30, T. 18 N., R. 21 E., M.D.B. & M.; thence easterly along the section line common to sections 19 and 30 to the section corner common to sections 19, 20, 29 and 30, T. 18 N., R. 21 E., M.D.B. & M.; thence northerly along the section line common to sections 19 and 20 to the section corner common to sections 17, 18, 19 and 20, T. 18 N., R. 21 E., M.D.B. & M.; thence continuing northerly along the section line common to sections 17 and 18 to the section corner common to sections 7, 8, 17 and 18, T. 18 N., R. 21 E., M.D.B. & M.; thence continuing northerly along the section line common to sections 7 and 8 to the section corner common to sections 5, 6, 7 and 8, T. 18 N., R. 21 E., M.D.B. & M.; thence westerly along the section line common to sections 6 and 7 to the section corner common to sections 6 and 7 and sections 1 and 12, T. 18 N., R. 20 E., M.D.B. & M.; thence continuing westerly along the section line common to sections 1 and 12 to the section corner common to sections 1, 2, 11 and 12, T. 18 N., R. 20 E., M.D.B. & M.; thence northerly along the section line common to sections 1 and 2 to the section corner common to sections 1 and 2 and sections 35 and 36, T. 19 N., R. 20 E., M.D.B. & M.; thence continuing northerly along the section line common to sections 35 and 36 to the section corner common to sections 25, 26, 35 and 36, T. 19 N., R. 20 E., M.D.B. & M.; thence continuing northerly along the section line common to sections 25 and 26 to the section corner common to sections 23, 24, 25 and 26, T. 19 N., R. 20 E., M.D.B. & M.; thence continuing northerly along the section line common to sections 23 and 24, to the section corner common to sections 13, 14, 23 and 24, T. 19 N., R. 20 E., M.D.B. & M.; thence continuing northerly along the section line common to sections 13 and 14 to the section corner common to sections 11, 12, 13 and 14, T. 19 N., R. 20 E., M.D.B. & M.; thence easterly along the section line common to sections 12 and 13 to the centerline of the Truckee River (as described in paragraph (a) of subsection 2 of NRS 243.335); thence down such centerline of the Truckee River to its lower crossing; thence S. 53°06¢03² E. to a point in the Immigrant Road further described as being a 1 1/46-inch iron pipe marked Storey, Lyon and Washoe; thence S. 27°53¢57² W., 2,021.40 feet along the easterly line of Storey County to a point in the section line common to sections 3 and 10, T. 20 N., R. 24 E., M.D.B. & M.; thence easterly along the section lines common to sections 3 and 10 [, sections 2 and 11 and sections 1 and 12, T.

 


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ê2005 Statutes of Nevada, Page 2222 (Chapter 462, AB 440)ê

 

easterly along the section lines common to sections 3 and 10 [, sections 2 and 11 and sections 1 and 12, T. 20 N., R. 24 E., and sections 6 and 7 and sections 5 and 8, T. 20 N., R. 25 E., M.D.B. & M., to its intersection with the northerly right-of-way line of Interstate Highway 80; thence along the northerly right-of-way line of Interstate Highway 80 to an intersection with the section line common to sections 4 and 5, T. 20 N., R. 25 E., M.D.B. & M.; thence continuing northerly along the section line common to sections 4 and 5 to the township line common to T. 20 N. and T. 21 N., M.D.B. & M.; thence easterly along the township line to the section corner common to sections 32 and 33, T. 21 N., R. 25 E., M.D.B. & M.; thence northerly along the section lines common to sections 20, 21, 28, 29, 32 and 33] to the easterly boundary of the Pyramid Lake Reservation, thence northeasterly along said Pyramid Lake Reservation Boundary to the section line common to sections 26 and 35, T. 21 N., R. 24 E.; thence easterly along the section line common to sections 25, 26, 35 and 36, T. 21 N., R. 24 E.; thence continuing easterly along the section line common to sections 29, 30, 31 and 32, T. 21 N., R. 25 E. to the section corner common to sections 28, 29, 32 and 33, T. 21 N., R. 25 E.; thence northerly along the section lines common to sections 20, 21, 28 and 29 to the section corner common to sections 16, 17, 20 and 21, T. 21 N., R. 25 E., M.D.B. & M.; thence easterly along the section line common to sections 16 and 21 to the section corner common to sections 15, 16, 21 and 22, T. 21 N., R. 25 E., M.D.B. & M.; thence northerly along the section lines common to sections 3, 4, 9, 10, 15 and 16, to the township line common to T. 21 N. and T. 22 N., M.D.B. & M.; thence westerly along the township line to the section corner common to sections 33 and 34, T. 22 N., R. 25 E., M.D.B. & M.; thence northerly along the section lines common to sections 9, 10, 15, 16, 21, 22, 27, 28, 33 and 34 to the one-quarter corner common to sections 9 and 10, T. 22 N., R. 25 E., M.D.B. & M.; thence westerly along the one-quarter section line to the one-quarter corner common to sections 8 and 9, T. 22 N., R. 25 E., M.D.B. & M.; thence northerly along the section lines common to sections 4, 5, 8 and 9 to the township line common to T. 22 N. and T. 23 N., M.D.B. & M.; thence westerly along the township line to the section line common to sections 31 and 32, T. 23 N., R. 25 E., M.D.B. & M.; thence northerly along the section lines common to sections 5, 6, 7, 8, 17, 18, 19, 20, 29, 30, 31 and 32 to the township lines common to T. 23 N., T. 24 N., M.D.B. & M.; thence westerly along the township line to the range line common to R. 24 E. and R. 25 E., M.D.B. & M.; thence northerly along the range line to the 40th degree of north latitude; thence westerly along the 40th degree of north latitude to the range line common to R. 23 E. and R. 24 E., M.D.B. & M.; thence northerly along the common range lines continuously through each successive township to the Oregon line; thence westerly along the Oregon line to the California line; thence southerly along the California line to the place of beginning.

      2.  Notwithstanding anything to the contrary in subsection 1:

      (a) The common boundary line between Carson City and Washoe County is redefined on July 1, 1969, and that boundary line is hereby established as provided in section 1.030 of chapter 213, Statutes of Nevada 1969, as amended.

      (b) The common boundary line between Storey County and Washoe County is redefined on April 21, 1973, and that boundary line is established as provided in subsection 1 and NRS 243.335.

 


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ê2005 Statutes of Nevada, Page 2223 (Chapter 462, AB 440)ê

 

      Sec. 2.  All taxes and pledged revenue in existence before October 1, 2005, must not be directly or indirectly modified in such a manner as to impair adversely any outstanding obligations of Washoe County, until all such obligations have been discharged in full or provision for their payment and redemption has been fully made.

________

 

CHAPTER 463, AB 496

Assembly Bill No. 496–Committee on Commerce and Labor

 

CHAPTER 463

 

AN ACT relating to cosmetology; requiring the State Board of Cosmetology and local governmental entities to reduce duplication in the licensing procedure by sharing certain background information of persons who apply for a license to practice cosmetology and a license to practice massage therapy; providing for the issuance of a limited license to practice cosmetology under certain circumstances; and providing other matters properly relating thereto.

 

[Approved: June 17, 2005]

 

THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN

SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:

 

      Section 1. Chapter 644 of NRS is hereby amended by adding thereto the provisions set forth as sections 2 and 3 of this act.

      Sec. 2. 1.  The Board and a local governmental entity shall, to the extent practicable, reduce duplication in the licensing procedure for a qualified applicant who is applying to the Board for a license to practice pursuant to this chapter and who is also applying to the local governmental entity for a license to practice massage therapy, if both applications are filed not more than 60 days apart.

      2.  If a qualified applicant submits an application to a local governmental entity for a license to practice massage therapy and, not later than 60 days after that application, the applicant also submits an application to the Board for a license to practice pursuant to this chapter:

      (a)The applicant is not required to submit a set of fingerprints to the Board if the applicant submitted a set of fingerprints with his application to the local governmental entity;

      (b)The Board shall request from the local governmental entity a copy of any reports relating to a background investigation of the applicant;

      (c)Upon receiving such a request, the local governmental entity shall provide to the Board any reports relating to a background investigation of the applicant; and

      (d)The Board shall use the reports provided by the local governmental entity in reviewing the application for a license to practice pursuant to this chapter.

      3.  If a qualified applicant submits an application to the Board for a license to practice pursuant to this chapter and, not later than 60 days after that application, the applicant also submits an application to a local governmental entity for a license to practice massage therapy:

 


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ê2005 Statutes of Nevada, Page 2224 (Chapter 463, AB 496)ê

 

      (a)The applicant is not required to submit a set of fingerprints to the local governmental entity if the applicant submitted a set of fingerprints with his application to the Board;

      (b)The local governmental entity shall request from the Board a copy of any reports relating to a background investigation of the applicant;

      (c)Upon receiving such a request, the Board shall provide to the local governmental entity any reports relating to a background investigation of the applicant; and

      (d)The local governmental entity shall use the reports provided by the Board in reviewing the application for a license to practice massage therapy, except that the local governmental entity may conduct its own background investigation of the applicant if the local governmental entity deems it to be necessary.

      Sec. 3. 1.  The Board may, without examination, issue a limited license to a person currently licensed as a cosmetologist in another state or territory of the United States or the District of Columbia who intends to practice cosmetology in this State in the limited manner set forth in this section.

      2.  A limited license issued pursuant to this section authorizes the holder of the limited license to practice cosmetology in this State:

      (a) In a resort hotel and in other types of locations the Board designates by regulation; and

      (b) For not more than five periods, of not more than 10 days each, during any 1-year period for which the license is issued or renewed.

      3.  To apply for a limited license pursuant to this section, an applicant must submit to the Board:

      (a) An application which includes the name of the applicant and the number or other designation identifying the applicant’s license from the other jurisdiction;

      (b) Any other information required by the Board; and

      (c) An application fee of $100.

      4.  The Board may issue a limited license pursuant to this section for not more than 1 year and may renew the limited license annually. A limited license expires 1 year after its date of issuance.

      5.  A holder of a limited license may renew the limited license on or before the date of its expiration. To renew the limited license, the holder must:

      (a) Apply to the Board for renewal; and

      (b) Submit an annual renewal fee of $100.

      6.  Not less than 5 days before practicing cosmetology in this State pursuant to a limited license, the holder of a limited license shall notify the Board in writing of the holder’s intention to practice cosmetology in this State. The notice must specify:

      (a) The name and limited license number of the holder;

      (b) The specific dates on which the holder will be practicing cosmetology in this State; and

      (c) The name and address of the location at which the holder will be practicing cosmetology in this State.

      7.  A holder of a limited license is subject to the regulatory and disciplinary authority of the Board to the same extent as any other licensed cosmetologist for all acts relating to the practice of cosmetology which occur in this State.

 


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ê2005 Statutes of Nevada, Page 2225 (Chapter 463, AB 496)ê

 

      8.  The Board:

      (a) Shall designate by regulation the types of locations, in addition to a resort hotel, at which a holder of a limited license may practice cosmetology in this State under a limited license.

      (b) May adopt any other regulations as are necessary to carry out the provisions of this section.

      9.  As used in this section, “resort hotel” has the meaning ascribed to it in NRS 463.01865.

      Sec. 4. NRS 644.212 is hereby amended to read as follows:

      644.212  An application for the issuance of a license or evidence of registration issued pursuant to NRS 644.190 to 644.330, inclusive, and sections 2 and 3 of this act must include the social security number of the applicant.

      Sec. 5. NRS 644.214 is hereby amended to read as follows:

      644.214  1.  An applicant for the issuance or renewal of a license or evidence of registration issued pursuant to NRS 644.190 to 644.330, inclusive, and sections 2 and 3 of this act shall submit to the Board the statement prescribed by the Welfare Division of the Department of Human Resources pursuant to NRS 425.520. The statement must be completed and signed by the applicant.

      2.  The Board shall include the statement required pursuant to subsection 1 in:

      (a) The application or any other forms that must be submitted for the issuance or renewal of the license or evidence of registration; or

      (b) A separate form prescribed by the Board.

      3.  A license or evidence of registration may not be issued or renewed by the Board pursuant to NRS 644.190 to 644.330, inclusive, and sections 2 and 3 of this act if the applicant:

      (a) Fails to submit the statement required pursuant to subsection 1; or

      (b) Indicates on the statement submitted pursuant to subsection 1 that he is subject to a court order for the support of a child and is not in compliance with the order or a plan approved by the district attorney or other public agency enforcing the order for the repayment of the amount owed pursuant to the order.

      4.  If an applicant indicates on the statement submitted pursuant to subsection 1 that he is subject to a court order for the support of a child and is not in compliance with the order or a plan approved by the district attorney or other public agency enforcing the order for the repayment of the amount owed pursuant to the order, the Board shall advise the applicant to contact the district attorney or other public agency enforcing the order to determine the actions that the applicant may take to satisfy the arrearage.

      Sec. 6. NRS 644.435 is hereby amended to read as follows:

      644.435  1.  If the Board receives a copy of a court order issued pursuant to NRS 425.540 that provides for the suspension of all professional, occupational and recreational licenses, certificates and permits issued to a person who has been issued a license or been registered pursuant to NRS 644.190 to 644.330, inclusive, and sections 2 and 3 of this act, the Board shall deem the license or registration issued to that person to be suspended at the end of the 30th day after the date on which the court order was issued unless the Board receives a letter issued by the district attorney or other public agency pursuant to NRS 425.550 to the holder of the license or registration stating that the holder of the license or registration has complied with the subpoena or warrant or has satisfied the arrearage pursuant to NRS 425.560.

 


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ê2005 Statutes of Nevada, Page 2226 (Chapter 463, AB 496)ê

 

with the subpoena or warrant or has satisfied the arrearage pursuant to NRS 425.560.

      2.  The Board shall reinstate a license or registration issued pursuant to NRS 644.190 to 644.330, inclusive, and sections 2 and 3 of this act that has been suspended by a district court pursuant to NRS 425.540 if the Board receives a letter issued by the district attorney or other public agency pursuant to NRS 425.550 to the person whose license or registration was suspended stating that the person whose license or registration was suspended has complied with the subpoena or warrant or has satisfied the arrearage pursuant to NRS 425.560.

      Sec. 7.  1.  This act becomes effective on October 1, 2005.

      2.  Sections 4, 5 and 6 of this act expire by limitation on the date on which the provisions of 42 U.S.C. § 666 requiring each state to establish procedures under which the state has authority to withhold or suspend, or to restrict the use of professional, occupational and recreational licenses of persons who:

      (a) Have failed to comply with a subpoena or warrant relating to a proceeding to determine the paternity of a child or to establish or enforce an obligation for the support of a child; or

      (b) Are in arrears in the payment for the support of one or more children,

Ê are repealed by the Congress of the United States.

________

 

CHAPTER 464, AB 365

Assembly Bill No. 365–Assemblywoman Ohrenschall

 

CHAPTER 464

 

AN ACT relating to property; increasing the amount of the homestead exemption; and providing other matters properly relating thereto.

 

[Approved: June 17, 2005]

 

THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN

SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:

 

      Section 1.  The Legislature hereby finds and declares that:

      1.  Homestead exemptions which are authorized by statute offer an important source of security to the residents of this State by protecting their ownership interests in property;

      2.  The current practice whereby many lenders require renunciation of a person’s declaration of homestead before allowing any financing that is secured by a home has caused many Nevadans to lose the protections to which they are rightfully entitled;

      3.  It is the intent of the Legislature to clarify the application of the homestead exemption so that a person is not required to provide such a renunciation or to refile a declaration of homestead to obtain financing; and

      4.  It is further the intent of the Legislature in so clarifying to ensure that the residents of this State retain the protections of the homestead exemption.

      Sec. 2. NRS 115.010 is hereby amended to read as follows:

      115.010  1.  The homestead is not subject to forced sale on execution or any final process from any court, except as otherwise provided by subsections 2, 3 and 5, and NRS 115.090 [.]

 


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subsections 2, 3 and 5, and NRS 115.090 [.] and except as otherwise required by federal law.

      2.  The exemption provided in subsection 1 extends only to that amount of equity in the property held by the claimant which does not exceed [$200,000] $350,000 in value, unless allodial title has been established and not relinquished, in which case the exemption provided in subsection 1 extends to all equity in the dwelling, its appurtenances and the land on which it is located.

      3.  Except as otherwise provided in subsection 4, the exemption provided in subsection 1 does not extend to process to enforce the payment of obligations contracted for the purchase of the property, or for improvements made thereon, including any mechanic’s lien lawfully obtained, or for legal taxes, or for:

      (a) Any mortgage or deed of trust thereon executed and given [;] , including, without limitation, any second or subsequent mortgage, mortgage obtained through refinancing, line of credit taken against the property and a home equity loan; or

      (b) Any lien to which prior consent has been given through the acceptance of property subject to any recorded declaration of restrictions, deed restriction, restrictive covenant or equitable servitude, specifically including any lien in favor of an association pursuant to NRS 116.3116 or 117.070,

Ê by both husband and wife, when that relation exists.

      4.  If allodial title has been established and not relinquished, the exemption provided in subsection 1 extends to process to enforce the payment of obligations contracted for the purchase of the property, and for improvements made thereon, including any mechanic’s lien lawfully obtained, and for legal taxes levied by a state or local government, and for:

      (a) Any mortgage or deed of trust thereon; and

      (b) Any lien even if prior consent has been given through the acceptance of property subject to any recorded declaration of restrictions, deed restriction, restrictive covenant or equitable servitude, specifically including any lien in favor of an association pursuant to NRS 116.3116 or 117.070,

Ê unless a waiver for the specific obligation to which the judgment relates has been executed by all allodial titleholders of the property.

      5.  Establishment of allodial title does not exempt the property from forfeiture pursuant to NRS 179.1156 to 179.119, inclusive, or 207.350 to 207.520, inclusive.

      6.  Any declaration of homestead which has been filed before October 1, [2003,] 2005, shall be deemed to have been amended on that date by extending the homestead exemption commensurate with any increase in the amount of equity held by the claimant in the property selected and claimed for the exemption up to the amount permitted by law on that date, but the increase does not impair the right of any creditor to execute upon the property when that right existed before October 1, [2003.] 2005.

      Sec. 3. NRS 115.050 is hereby amended to read as follows:

      115.050  1.  Whenever execution has been issued against the property of a party claiming the property as a homestead, and the creditor in the judgment makes an oath before the judge of the district court of the county in which the property is situated, that the amount of equity held by the claimant in the property exceeds, to the best of the creditor’s information and belief, the sum of [$200,000,] $350,000, the judge shall, upon notice to the debtor, appoint three disinterested and competent persons as appraisers to estimate and report as to the amount of equity held by the claimant in the property, and if the amount of equity exceeds the sum of [$200,000,] $350,000, determine whether the property can be divided so as to leave the property subject to the homestead exemption without material injury.

 


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appoint three disinterested and competent persons as appraisers to estimate and report as to the amount of equity held by the claimant in the property, and if the amount of equity exceeds the sum of [$200,000,] $350,000, determine whether the property can be divided so as to leave the property subject to the homestead exemption without material injury.

      2.  If it appears, upon the report, to the satisfaction of the judge that the property can be thus divided, he shall order the excess to be sold under execution. If it appears that the property cannot be thus divided, and the amount of equity held by the claimant in the property exceeds the exemption allowed by this chapter, he shall order the entire property to be sold, and out of the proceeds the sum of [$200,000] $350,000 to be paid to the defendant in execution, and the excess to be applied to the satisfaction on the execution. No bid under [$200,000] $350,000 may be received by the officer making the sale.

      3.  When the execution is against a husband or wife, the judge may direct the [$200,000] $350,000 to be deposited in court, to be paid out only upon the joint receipt of the husband and wife, and the deposit possesses all the protection against legal process and voluntary disposition by either spouse as did the original homestead.

      Sec. 4. NRS 21.075 is hereby amended to read as follows:

      21.075  1.  Execution on the writ of execution by levying on the property of the judgment debtor may occur only if the sheriff serves the judgment debtor with a notice of the writ of execution pursuant to NRS 21.076 and a copy of the writ. The notice must describe the types of property exempt from execution and explain the procedure for claiming those exemptions in the manner required in subsection 2. The clerk of the court shall attach the notice to the writ of execution at the time the writ is issued.

      2.  The notice required pursuant to subsection 1 must be substantially in the following form:

 

NOTICE OF EXECUTION

 

YOUR PROPERTY IS BEING ATTACHED OR

YOUR WAGES ARE BEING GARNISHED

 

       A court has determined that you owe money to ....................(name of person), the judgment creditor. He has begun the procedure to collect that money by garnishing your wages, bank account and other personal property held by third persons or by taking money or other property in your possession.

       Certain benefits and property owned by you may be exempt from execution and may not be taken from you. The following is a partial list of exemptions:

       1.  Payments received under the Social Security Act.

       2.  Payments for benefits or the return of contributions under the Public Employees’ Retirement System.

       3.  Payments for public assistance granted through the Welfare Division of the Department of Human Resources or a local governmental entity.

       4.  Proceeds from a policy of life insurance.

       5.  Payments of benefits under a program of industrial insurance.

 


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       6.  Payments received as disability, illness or unemployment benefits.

       7.  Payments received as unemployment compensation.

       8.  Veteran’s benefits.

       9.  A homestead in a dwelling or a mobile home, not to exceed [$200,000,] $350,000, unless:

       (a) The judgment is for a medical bill, in which case all of the primary dwelling, including a mobile or manufactured home, may be exempt.

       (b) Allodial title has been established and not relinquished for the dwelling or mobile home, in which case all of the dwelling or mobile home and its appurtenances are exempt, including the land on which they are located, unless a valid waiver executed pursuant to NRS 115.010 is applicable to the judgment.

       10.  A vehicle, if your equity in the vehicle is less than $15,000.

       11.  Seventy-five percent of the take-home pay for any pay period, unless the weekly take-home pay is less than 30 times the federal minimum wage, in which case the entire amount may be exempt.

       12.  Money, not to exceed $500,000 in present value, held in:

       (a) An individual retirement arrangement which conforms with the applicable limitations and requirements of 26 U.S.C. § 408;

       (b) A written simplified employee pension plan which conforms with the applicable limitations and requirements of 26 U.S.C. § 408;

       (c) A cash or deferred arrangement that is a qualified plan pursuant to the Internal Revenue Code;

       (d) A trust forming part of a stock bonus, pension or profit-sharing plan that is a qualified plan pursuant to sections 401 et seq. of the Internal Revenue Code, 26 U.S.C. §§ 401 et seq.; and

       (e) A trust forming part of a qualified tuition program pursuant to chapter 353B of NRS, any applicable regulations adopted pursuant to chapter 353B of NRS and section 529 of the Internal Revenue Code, 26 U.S.C. § 529, unless the money is deposited after the entry of a judgment against the purchaser or account owner or the money will not be used by any beneficiary to attend a college or university.

       13.  All money and other benefits paid pursuant to the order of a court of competent jurisdiction for the support, education and maintenance of a child, whether collected by the judgment debtor or the State.

       14.  All money and other benefits paid pursuant to the order of a court of competent jurisdiction for the support and maintenance of a former spouse, including the amount of any arrearages in the payment of such support and maintenance to which the former spouse may be entitled.

       15.  A vehicle for use by you or your dependent which is specially equipped or modified to provide mobility for a person with a permanent disability.

       16.  A prosthesis or any equipment prescribed by a physician or dentist for you or your dependent.

       17.  Payments, in an amount not to exceed $16,150, received as compensation for personal injury, not including compensation for pain and suffering or actual pecuniary loss, by the judgment debtor or by a person upon whom the judgment debtor is dependent at the time the payment is received.

 


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by a person upon whom the judgment debtor is dependent at the time the payment is received.

       18.  Payments received as compensation for the wrongful death of a person upon whom the judgment debtor was dependent at the time of the wrongful death, to the extent reasonably necessary for the support of the judgment debtor and any dependent of the judgment debtor.

       19.  Payments received as compensation for the loss of future earnings of the judgment debtor or of a person upon whom the judgment debtor is dependent at the time the payment is received, to the extent reasonably necessary for the support of the judgment debtor and any dependent of the judgment debtor.

       20.  Payments received as restitution for a criminal act.

Ê These exemptions may not apply in certain cases such as a proceeding to enforce a judgment for support of a person or a judgment of foreclosure on a mechanic’s lien. You should consult an attorney immediately to assist you in determining whether your property or money is exempt from execution. If you cannot afford an attorney, you may be eligible for assistance through ....................(name of organization in county providing legal services to indigent or elderly persons).

 

PROCEDURE FOR CLAIMING EXEMPT PROPERTY

 

       If you believe that the money or property taken from you is exempt, you must complete and file with the clerk of the court a notarized affidavit claiming the exemption. A copy of the affidavit must be served upon the sheriff and the judgment creditor within 8 days after the notice of execution is mailed. The property must be returned to you within 5 days after you file the affidavit unless you or the judgment creditor files a motion for a hearing to determine the issue of exemption. If this happens, a hearing will be held to determine whether the property or money is exempt. The motion for the hearing to determine the issue of exemption must be filed within 10 days after the affidavit claiming exemption is filed. The hearing to determine whether the property or money is exempt must be held within 10 days after the motion for the hearing is filed.

 

       IF YOU DO NOT FILE THE AFFIDAVIT WITHIN THE TIME SPECIFIED, YOUR PROPERTY MAY BE SOLD AND THE MONEY GIVEN TO THE JUDGMENT CREDITOR, EVEN IF THE PROPERTY OR MONEY IS EXEMPT.

      Sec. 5. NRS 21.090 is hereby amended to read as follows:

      21.090  1.  The following property is exempt from execution, except as otherwise specifically provided in this section [:] or required by federal law:

      (a) Private libraries not to exceed $1,500 in value, and all family pictures and keepsakes.

      (b) Necessary household goods, as defined in 16 C.F.R. § 444.1(i) as that section existed on January 1, 1987, and yard equipment, not to exceed $10,000 in value, belonging to the judgment debtor to be selected by him.

 


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      (c) Farm trucks, farm stock, farm tools, farm equipment, supplies and seed not to exceed $4,500 in value, belonging to the judgment debtor to be selected by him.

      (d) Professional libraries, office equipment, office supplies and the tools, instruments and materials used to carry on the trade of the judgment debtor for the support of himself and his family not to exceed $4,500 in value.

      (e) The cabin or dwelling of a miner or prospector, his cars, implements and appliances necessary for carrying on any mining operations and his mining claim actually worked by him, not exceeding $4,500 in total value.

      (f) Except as otherwise provided in paragraph (o), one vehicle if the judgment debtor’s equity does not exceed $15,000 or the creditor is paid an amount equal to any excess above that equity.

      (g) For any pay period, 75 percent of the disposable earnings of a judgment debtor during that period, or for each week of the period 30 times the minimum hourly wage prescribed by section 6(a)(1) of the federal Fair Labor Standards Act of 1938, 29 U.S.C. § 206(a)(1), and in effect at the time the earnings are payable, whichever is greater. Except as otherwise provided in paragraphs (n), (r) and (s), the exemption provided in this paragraph does not apply in the case of any order of a court of competent jurisdiction for the support of any person, any order of a court of bankruptcy or of any debt due for any state or federal tax. As used in this paragraph, “disposable earnings” means that part of the earnings of a judgment debtor remaining after the deduction from those earnings of any amounts required by law, to be withheld.

      (h) All fire engines, hooks and ladders, with the carts, trucks and carriages, hose, buckets, implements and apparatus thereunto appertaining, and all furniture and uniforms of any fire company or department organized under the laws of this State.

      (i) All arms, uniforms and accouterments required by law to be kept by any person, and also one gun, to be selected by the debtor.

      (j) All courthouses, jails, public offices and buildings, lots, grounds and personal property, the fixtures, furniture, books, papers and appurtenances belonging and pertaining to the courthouse, jail and public offices belonging to any county of this State, all cemeteries, public squares, parks and places, public buildings, town halls, markets, buildings for the use of fire departments and military organizations, and the lots and grounds thereto belonging and appertaining, owned or held by any town or incorporated city, or dedicated by the town or city to health, ornament or public use, or for the use of any fire or military company organized under the laws of this State and all lots, buildings and other school property owned by a school district and devoted to public school purposes.

      (k) All money, benefits, privileges or immunities accruing or in any manner growing out of any life insurance, if the annual premium paid does not exceed $1,000. If the premium exceeds that amount, a similar exemption exists which bears the same proportion to the money, benefits, privileges and immunities so accruing or growing out of the insurance that the $1,000 bears to the whole annual premium paid.

      (l) The homestead as provided for by law, including a homestead for which allodial title has been established and not relinquished and for which a waiver executed pursuant to NRS 115.010 is not applicable.

      (m) The dwelling of the judgment debtor occupied as a home for himself and family, where the amount of equity held by the judgment debtor in the home does not exceed [$200,000] $350,000 in value and the dwelling is situated upon lands not owned by him.

 


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home does not exceed [$200,000] $350,000 in value and the dwelling is situated upon lands not owned by him.

      (n) All property in this State of the judgment debtor where the judgment is in favor of any state for failure to pay that state’s income tax on benefits received from a pension or other retirement plan.

      (o) Any vehicle owned by the judgment debtor for use by him or his dependent that is equipped or modified to provide mobility for a person with a permanent disability.

      (p) Any prosthesis or equipment prescribed by a physician or dentist for the judgment debtor or a dependent of the debtor.

      (q) Money, not to exceed $500,000 in present value, held in:

             (1) An individual retirement arrangement which conforms with the applicable limitations and requirements of 26 U.S.C. § 408;

             (2) A written simplified employee pension plan which conforms with the applicable limitations and requirements of 26 U.S.C. § 408;

             (3) A cash or deferred arrangement which is a qualified plan pursuant to the Internal Revenue Code;

             (4) A trust forming part of a stock bonus, pension or profit-sharing plan which is a qualified plan pursuant to sections 401 et seq. of the Internal Revenue Code, 26 U.S.C. §§ 401 et seq.; and

             (5) A trust forming part of a qualified tuition program pursuant to chapter 353B of NRS, any applicable regulations adopted pursuant to chapter 353B of NRS and section 529 of the Internal Revenue Code, 26 U.S.C. § 529, unless the money is deposited after the entry of a judgment against the purchaser or account owner or the money will not be used by any beneficiary to attend a college or university.

      (r) All money and other benefits paid pursuant to the order of a court of competent jurisdiction for the support, education and maintenance of a child, whether collected by the judgment debtor or the State.

      (s) All money and other benefits paid pursuant to the order of a court of competent jurisdiction for the support and maintenance of a former spouse, including the amount of any arrearages in the payment of such support and maintenance to which the former spouse may be entitled.

      (t) Payments, in an amount not to exceed $16,150, received as compensation for personal injury, not including compensation for pain and suffering or actual pecuniary loss, by the judgment debtor or by a person upon whom the judgment debtor is dependent at the time the payment is received.

      (u) Payments received as compensation for the wrongful death of a person upon whom the judgment debtor was dependent at the time of the wrongful death, to the extent reasonably necessary for the support of the judgment debtor and any dependent of the judgment debtor.

      (v) Payments received as compensation for the loss of future earnings of the judgment debtor or of a person upon whom the judgment debtor is dependent at the time the payment is received, to the extent reasonably necessary for the support of the judgment debtor and any dependent of the judgment debtor.

      (w) Payments received as restitution for a criminal act.

      2.  Except as otherwise provided in NRS 115.010, no article or species of property mentioned in this section is exempt from execution issued upon a judgment to recover for its price, or upon a judgment of foreclosure of a mortgage or other lien thereon.

 


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      3.  Any exemptions specified in subsection (d) of section 522 of the Bankruptcy Act of 1978, 11 U.S.C. § 522(d), do not apply to property owned by a resident of this State unless conferred also by subsection 1, as limited by subsection 2.

      Sec. 6. NRS 31.045 is hereby amended to read as follows:

      31.045  1.  Execution on the writ of attachment by attaching property of the defendant may occur only if:

      (a) The judgment creditor serves the defendant with notice of the execution when the notice of the hearing is served pursuant to NRS 31.013; or

      (b) Pursuant to an ex parte hearing, the sheriff serves upon the judgment debtor notice of the execution and a copy of the writ at the same time and in the same manner as set forth in NRS 21.076.

Ê If the attachment occurs pursuant to an ex parte hearing, the clerk of the court shall attach the notice to the writ of attachment at the time the writ is issued.

      2.  The notice required pursuant to subsection 1 must be substantially in the following form:

 

NOTICE OF EXECUTION

 

YOUR PROPERTY IS BEING ATTACHED OR

YOUR WAGES ARE BEING GARNISHED

 

       Plaintiff, .................... (name of person), alleges that you owe him money. He has begun the procedure to collect that money. To secure satisfaction of judgment the court has ordered the garnishment of your wages, bank account or other personal property held by third persons or the taking of money or other property in your possession.

       Certain benefits and property owned by you may be exempt from execution and may not be taken from you. The following is a partial list of exemptions:

       1.  Payments received under the Social Security Act.

       2.  Payments for benefits or the return of contributions under the Public Employees’ Retirement System.

       3.  Payments for public assistance granted through the Welfare Division of the Department of Human Resources or a local governmental entity.

       4.  Proceeds from a policy of life insurance.

       5.  Payments of benefits under a program of industrial insurance.

       6.  Payments received as disability, illness or unemployment benefits.

       7.  Payments received as unemployment compensation.

       8.  Veteran’s benefits.

       9.  A homestead in a dwelling or a mobile home, not to exceed [$200,000,] $350,000, unless:

       (a) The judgment is for a medical bill, in which case all of the primary dwelling, including a mobile or manufactured home, may be exempt.

       (b) Allodial title has been established and not relinquished for the dwelling or mobile home, in which case all of the dwelling or mobile home and its appurtenances are exempt, including the land on which they are located, unless a valid waiver executed pursuant to NRS 115.010 is applicable to the judgment.

 


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they are located, unless a valid waiver executed pursuant to NRS 115.010 is applicable to the judgment.

       10.  A vehicle, if your equity in the vehicle is less than $15,000.

       11.  Seventy-five percent of the take-home pay for any pay period, unless the weekly take-home pay is less than 30 times the federal minimum wage, in which case the entire amount may be exempt.

       12.  Money, not to exceed $500,000 in present value, held in:

       (a) An individual retirement arrangement which conforms with the applicable limitations and requirements of 26 U.S.C. § 408;

       (b) A written simplified employee pension plan which conforms with the applicable limitations and requirements of 26 U.S.C. § 408;

       (c) A cash or deferred arrangement that is a qualified plan pursuant to the Internal Revenue Code;

       (d) A trust forming part of a stock bonus, pension or profit-sharing plan that is a qualified plan pursuant to sections 401 et seq. of the Internal Revenue Code, 26 U.S.C. §§ 401 et seq.; and

       (e) A trust forming part of a qualified tuition program pursuant to chapter 353B of NRS, any applicable regulations adopted pursuant to chapter 353B of NRS and section 529 of the Internal Revenue Code, 26 U.S.C. § 529, unless the money is deposited after the entry of a judgment against the purchaser or account owner or the money will not be used by any beneficiary to attend a college or university.

       13.  All money and other benefits paid pursuant to the order of a court of competent jurisdiction for the support, education and maintenance of a child, whether collected by the judgment debtor or the State.

       14.  All money and other benefits paid pursuant to the order of a court of competent jurisdiction for the support and maintenance of a former spouse, including the amount of any arrearages in the payment of such support and maintenance to which the former spouse may be entitled.

       15.  A vehicle for use by you or your dependent which is specially equipped or modified to provide mobility for a person with a permanent disability.

       16.  A prosthesis or any equipment prescribed by a physician or dentist for you or your dependent.

       17.  Payments, in an amount not to exceed $16,150, received as compensation for personal injury, not including compensation for pain and suffering or actual pecuniary loss, by the judgment debtor or by a person upon whom the judgment debtor is dependent at the time the payment is received.

       18.  Payments received as compensation for the wrongful death of a person upon whom the judgment debtor was dependent at the time of the wrongful death, to the extent reasonably necessary for the support of the judgment debtor and any dependent of the judgment debtor.

       19.  Payments received as compensation for the loss of future earnings of the judgment debtor or of a person upon whom the judgment debtor is dependent at the time the payment is received, to the extent reasonably necessary for the support of the judgment debtor and any dependent of the judgment debtor.

 


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       20.  Payments received as restitution for a criminal act.

Ê These exemptions may not apply in certain cases such as proceedings to enforce a judgment for support of a child or a judgment of foreclosure on a mechanic’s lien. You should consult an attorney immediately to assist you in determining whether your property or money is exempt from execution. If you cannot afford an attorney, you may be eligible for assistance through .................... (name of organization in county providing legal services to the indigent or elderly persons).

 

PROCEDURE FOR CLAIMING EXEMPT PROPERTY

 

       If you believe that the money or property taken from you is exempt or necessary for the support of you or your family, you must file with the clerk of the court on a form provided by the clerk a notarized affidavit claiming the exemption. A copy of the affidavit must be served upon the sheriff and the judgment creditor within 8 days after the notice of execution is mailed. The property must be returned to you within 5 days after you file the affidavit unless the judgment creditor files a motion for a hearing to determine the issue of exemption. If this happens, a hearing will be held to determine whether the property or money is exempt. The hearing must be held within 10 days after the motion for a hearing is filed.

 

       IF YOU DO NOT FILE THE AFFIDAVIT WITHIN THE TIME SPECIFIED, YOUR PROPERTY MAY BE SOLD AND THE MONEY GIVEN TO THE JUDGMENT CREDITOR, EVEN IF THE PROPERTY OR MONEY IS EXEMPT.

 

       If you received this notice with a notice of a hearing for attachment and you believe that the money or property which would be taken from you by a writ of attachment is exempt or necessary for the support of you or your family, you are entitled to describe to the court at the hearing why you believe your property is exempt. You may also file a motion with the court for a discharge of the writ of attachment. You may make that motion any time before trial. A hearing will be held on that motion.

 

       IF YOU DO NOT FILE THE MOTION BEFORE THE TRIAL, YOUR PROPERTY MAY BE SOLD AND THE MONEY GIVEN TO THE PLAINTIFF, EVEN IF THE PROPERTY OR MONEY IS EXEMPT OR NECESSARY FOR THE SUPPORT OF YOU OR YOUR FAMILY.

________

 

CHAPTER 465, SB 203

Senate Bill No. 203–Senator Mathews

 

CHAPTER 465

 

AN ACT relating to public employees; expanding the definition of “accident benefits” for purposes of industrial insurance to include preventive treatment for hepatitis administered as a precaution to certain police officers employed by State Government; revising provisions governing testing and compensation of certain police officers and firefighters for contagious diseases after termination of employment; including certain game wardens employed by State Government within the definition of “police officer” for various purposes relating to industrial injuries, occupational diseases and programs for public employees; creating a statutory presumption that hepatitis is an occupational disease for certain police officers employed by State Government; making an appropriation; and providing other matters properly relating thereto.

 


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officers employed by State Government; revising provisions governing testing and compensation of certain police officers and firefighters for contagious diseases after termination of employment; including certain game wardens employed by State Government within the definition of “police officer” for various purposes relating to industrial injuries, occupational diseases and programs for public employees; creating a statutory presumption that hepatitis is an occupational disease for certain police officers employed by State Government; making an appropriation; and providing other matters properly relating thereto.

 

[Approved: June 17, 2005]

 

THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN

SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:

 

      Section 1. NRS 616A.035 is hereby amended to read as follows:

      616A.035  1.  “Accident benefits” means medical, surgical, hospital or other treatments, nursing, medicine, medical and surgical supplies, crutches and apparatuses, including prosthetic devices.

      2.  The term includes:

      (a) Medical benefits as defined by NRS 617.130;

      (b) Preventive treatment administered as a precaution to an employee who is exposed to a contagious disease while providing medical services, including emergency medical care, in the course and scope of his employment;

      (c) Preventive treatment administered as a precaution to a police officer or a salaried or volunteer fireman who:

             (1) Was exposed to a contagious disease:

                   (I) Upon battery by an offender; or

                   (II) While performing the duties of a police officer or fireman,

Ê if the exposure is documented by the creation and maintenance of a report concerning the exposure pursuant to [paragraph (a) of] subsection 1 of NRS 616C.052; or

             (2) Tests positive for exposure to tuberculosis or another contagious disease under the circumstances described in subsection 2 or 3 of NRS 616C.052; and

      (d) Preventive treatment for hepatitis administered as a precaution to a police officer, full-time salaried fireman or emergency medical attendant employed in this State. [As used in this paragraph, “police officer” means a sheriff, deputy sheriff, officer of a metropolitan police department or city policeman.]

      3.  The term does not include:

      (a) Exercise equipment, a hot tub or a spa for an employee’s home;

      (b) Membership in an athletic or health club;

      (c) Except as otherwise provided in NRS 616C.245, a motor vehicle; or

      (d) The costs of operating a motor vehicle provided pursuant to NRS 616C.245, fees related to the operation or licensing of the motor vehicle or insurance for the motor vehicle.

      4.  As used in this section:

 


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      (a) “Battery” includes, without limitation, the intentional propelling or placing, or the causing to be propelled or placed, of any human excrement or bodily fluid upon the person of an employee.

      (b) “Emergency medical attendant” means a person licensed as an attendant or certified as an emergency medical technician, intermediate emergency medical technician or advanced emergency medical technician pursuant to chapter 450B of NRS, whose primary duties of employment are the provision of emergency medical services.

      (c) “Hepatitis” includes hepatitis A, hepatitis B, hepatitis C and any additional diseases or conditions that are associated with or result from hepatitis A, hepatitis B or hepatitis C.

      (d) “Preventive treatment” includes, without limitation:

             (1) Tests to determine if an employee has contracted hepatitis or any other contagious disease to which he was exposed; and

             (2) If an employee tests positive for exposure to tuberculosis under the circumstances described in NRS 616C.052, such medication and chest X rays as are recommended by the Centers for Disease Control and Prevention of the United States Department of Health and Human Services.

      Sec. 2. NRS 616A.265 is hereby amended to read as follows:

      616A.265  1.  “Injury” or “personal injury” means a sudden and tangible happening of a traumatic nature, producing an immediate or prompt result which is established by medical evidence, including injuries to prosthetic devices. Except as otherwise provided in subsection 3, any injury sustained by an employee while engaging in an athletic or social event sponsored by his employer shall be deemed not to have arisen out of or in the course of employment unless the employee received remuneration for participation in the event.

      2.  For the purposes of chapters 616A to 616D, inclusive, of NRS:

      (a) Coronary thrombosis, coronary occlusion, or any other ailment or disorder of the heart, and any death or disability ensuing therefrom, shall be deemed not to be an injury by accident sustained by an employee arising out of and in the course of his employment.

      (b) The exposure of an employee to a contagious disease while providing medical services, including emergency medical care, in the course and scope of his employment shall be deemed to be an injury by accident sustained by the employee arising out of and in the course of his employment.

      (c) Except as otherwise provided in paragraph (d), the exposure to a contagious disease of a police officer or a salaried or volunteer fireman who was exposed to the contagious disease:

             (1) Upon battery by an offender; or

             (2) While performing the duties of a police officer or fireman,

Ê shall be deemed to be an injury by accident sustained by the police officer or fireman arising out of and in the course of his employment if the exposure is documented by the creation and maintenance of a report concerning the exposure pursuant to paragraph (a) of subsection 1 of NRS 616C.052. As used in this paragraph, the term “battery” includes, without limitation, the intentional propelling or placing, or the causing to be propelled or placed, of any human excrement or bodily fluid upon the person of an employee.

      (d) If a police officer or a salaried or volunteer fireman tests positive for exposure to tuberculosis or another contagious disease under the circumstances described in subsection 2 or 3 of NRS 616C.052, he shall be deemed to have sustained an injury by accident arising out of and in the course of his employment, unless the insurer can prove by a preponderance of the evidence that the exposure was not related to the employment of the police officer or fireman.

 


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course of his employment, unless the insurer can prove by a preponderance of the evidence that the exposure was not related to the employment of the police officer or fireman.

      3.  Any injury sustained by an employee of a school district while engaging in an athletic or social event shall be deemed to have arisen out of and in the course of his employment, whether or not the employee received remuneration for participation in the event, if:

      (a) The event was sponsored by the school district, or the event was an extracurricular activity which was sponsored or organized by a student class, student group or student organization for an educational, recreational or charitable purpose and which was reasonably related to the employee’s job with the school district;

      (b) The employee participated in the event at the request of or with the concurrence of supervisory personnel, whether the request or concurrence was oral or written; and

      (c) The employee participated in the event to enable the event to take place or to ensure the safety and well-being of any students of the school district.

      Sec. 3. NRS 616C.052 is hereby amended to read as follows:

      616C.052  1.  Except as otherwise provided in NRS 617.485 [,] and section 4 of this act, if a police officer or a salaried or volunteer fireman is exposed to a contagious disease:

      (a) Upon battery by an offender; or

      (b) While performing the duties of a police officer or fireman,

Ê the employer of the police officer or fireman shall create and maintain a report concerning the exposure that includes, without limitation, the name of each police officer or fireman, as applicable, who was exposed to the contagious disease and the name of each person, if any, to whom the police officer or fireman was exposed.

      2.  Except as otherwise provided in paragraph (d) of subsection 2 of NRS 616A.265, if the results of a physical examination administered pursuant to NRS 617.455 or 617.457 to a police officer or a salaried or volunteer fireman after the commencement of his employment reveal that the police officer or fireman tested positive for exposure to tuberculosis, the police officer or fireman is eligible, during his lifetime, to receive compensation pursuant to chapters 616A to 617, inclusive, of NRS for tuberculosis and any additional diseases or conditions that are associated with or result from tuberculosis.

      3.  Except as otherwise provided in 617.485 [,] and section 4 of this act, if the employment of a police officer or a salaried or volunteer fireman is terminated, voluntarily or involuntarily, the employer of the police officer or fireman , regardless of whether the police officer or fireman has been exposed to a contagious disease during his employment and regardless of whether the employer has created or maintained a report concerning any exposure of the police officer or fireman to a contagious disease pursuant to subsection 1, shall:

      (a) At the time of termination and at 3 months after the date of termination, provide to the police officer or fireman a purified protein derivative skin test to screen for exposure to tuberculosis, unless the police officer or fireman previously submitted to such a test and tested positive for exposure to tuberculosis. Except as otherwise provided in paragraph (d) of subsection 2 of NRS 616A.265, if a skin test administered pursuant to this paragraph and provided to the employer reveals that the police officer or fireman tested positive for exposure to tuberculosis, the police officer or fireman is eligible, during his lifetime, to receive compensation pursuant to chapters 616A to 617, inclusive, of NRS for tuberculosis and any additional diseases or conditions that are associated with or result from tuberculosis.

 


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paragraph and provided to the employer reveals that the police officer or fireman tested positive for exposure to tuberculosis, the police officer or fireman is eligible, during his lifetime, to receive compensation pursuant to chapters 616A to 617, inclusive, of NRS for tuberculosis and any additional diseases or conditions that are associated with or result from tuberculosis.

      (b) Within 30 days after the date of termination and at 6 and 12 months after the date of termination, provide to the police officer or fireman a blood test or other appropriate test to screen for other contagious diseases, including, without limitation, hepatitis A, hepatitis B, hepatitis C and human immunodeficiency virus [. If] , unless the police officer or fireman previously submitted to such a test for a contagious disease and tested positive for exposure to that contagious disease. Except as otherwise provided in paragraph (d) of subsection 2 of NRS 616A.265, if a blood test or other appropriate test administered pursuant to this paragraph and provided to the employer reveals that the police officer or fireman has any other contagious disease or the antibodies associated with a contagious disease, the police officer or fireman is eligible, during his lifetime, to receive compensation pursuant to chapters 616A to 617, inclusive, of NRS for such a disease and any additional diseases or conditions that are associated with or result from the contagious disease.

      4.  The former employer of a police officer or a salaried or volunteer fireman shall pay all the costs associated with providing skin and blood tests and other appropriate tests required pursuant to subsection 3.

      5.  As used in this section, the term “battery” includes, without limitation, the intentional propelling or placing, or the causing to be propelled or placed, of any human excrement or bodily fluid upon the person of an employee.

      Sec. 4.  Chapter 617 of NRS is hereby amended by adding a new section to read as follows:

      1.  Notwithstanding any other provision of this chapter and except as otherwise provided in this section, if an employee has hepatitis, the disease is conclusively presumed to have arisen out of and in the course of his employment if the employee has been continuously employed for 5 years or more as a police officer or a sheriff, deputy sheriff, officer of a metropolitan police department or city policeman in this State before the date of any temporary or permanent disability or death resulting from the hepatitis.

      2.  Compensation awarded to a police officer, or to the dependents of a police officer, for hepatitis pursuant to this section must include:

      (a) Full reimbursement for related expenses incurred for medical treatments, surgery and hospitalization; and

      (b) The compensation provided in chapters 616A to 616D, inclusive, of NRS for the disability or death.

      3.  A police officer shall:

      (a) Submit to a blood test to screen for hepatitis C upon employment and upon the commencement of coverage.

      (b) If the employer of the police officer provides screening for hepatitis C for police officers on an annual basis, submit to a blood test to screen for hepatitis C thereafter on an annual basis during his employment.

      (c) If the employer of the police officer provides screening for hepatitis A and hepatitis B for police officers, submit to a blood test to screen for hepatitis A and hepatitis B upon employment, upon the commencement of coverage and thereafter on an annual basis during his employment, except that a police officer is not required to submit to a blood test to screen for hepatitis A and hepatitis B on an annual basis during his employment if he has been vaccinated for hepatitis A and hepatitis B upon employment or at other medically appropriate times during his employment.

 


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coverage and thereafter on an annual basis during his employment, except that a police officer is not required to submit to a blood test to screen for hepatitis A and hepatitis B on an annual basis during his employment if he has been vaccinated for hepatitis A and hepatitis B upon employment or at other medically appropriate times during his employment. Each employer shall provide a police officer with the opportunity to be vaccinated for hepatitis A and hepatitis B upon employment and at other medically appropriate times during his employment.

      4.  All blood tests required pursuant to this section and all vaccinations provided pursuant to this section must be paid for by the employer.

      5.  The provisions of this section:

      (a) Except as otherwise provided in paragraph (b), do not apply to a police officer who is diagnosed with hepatitis upon employment.

      (b) Apply to a police officer who is diagnosed with hepatitis upon employment if, during the employment or within 1 year after the last day of the employment, he is diagnosed with a different strain of hepatitis.

      (c) Apply to a police officer who is diagnosed with hepatitis after the termination of the employment if the diagnosis is made within 1 year after the last day of the employment.

      6.  A police officer who is determined to be:

      (a) Partially disabled from an occupational disease pursuant to the provisions of this section; and

      (b) Incapable of performing, with or without remuneration, work as a police officer,

Ê may elect to receive the benefits provided pursuant to NRS 616C.440 for a permanent total disability.

      7.  As used in this section:

      (a) “Hepatitis” includes hepatitis A, hepatitis B, hepatitis C and any additional diseases or conditions that are associated with or result from hepatitis A, hepatitis B or hepatitis C.

      (b) “Police officer” means any police officer other than a sheriff, deputy sheriff, officer of a metropolitan police department or city policeman.

      Sec. 5. NRS 617.135 is hereby amended to read as follows:

      617.135  “Police officer” includes:

      1.  A sheriff, deputy sheriff, officer of a metropolitan police department or city policeman;

      2.  A chief, inspector, supervisor, commercial officer or trooper of the Nevada Highway Patrol [;] Division of the Department of Public Safety;

      3.  A chief, investigator or agent of the Investigation Division of the Department of Public Safety;

      4.  An officer or investigator of the Section for the Control of Emissions From Vehicles and the Enforcement of Matters Related to the Use of Special Fuel of the Department of Motor Vehicles;

      5.  An investigator of the Division of Compliance Enforcement of the Department of Motor Vehicles;

      6.  A member of the police department of the University and Community College System of Nevada;

      7.  A:

      (a) Uniformed employee of; or

      (b) Forensic specialist employed by,

 


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Ê the Department of Corrections whose position requires regular and frequent contact with the offenders imprisoned and subjects the employee to recall in emergencies;

      8.  A parole and probation officer of the Division of Parole and Probation of the Department of Public Safety;

      9.  A forensic specialist or correctional officer employed by the Division of Mental Health and Developmental Services of the Department of Human Resources at facilities for mentally disordered offenders; [and]

      10.  The State Fire Marshal, his assistant and his deputies [.] ; and

      11.  A game warden of the Department of Wildlife who has the powers of a peace officer pursuant to NRS 289.280.

      Sec. 6.  1.  There is hereby appropriated from the State General Fund to the Risk Management Division of the Department of Administration for blood tests to screen for hepatitis C pursuant to section 4 of this act:

For the Fiscal Year 2005-2006............................................................ $61,845

For the Fiscal Year 2006-2007.............................................................. $6,042

      2.  The sums appropriated by subsection 1 are available for either fiscal year. Any balance of those sums must not be committed for expenditure after June 30, 2007, and must be reverted to the State General Fund on or before September 21, 2007.

      Sec. 7.  1.  There is hereby appropriated from the Highway Fund to the Risk Management Division of the Department of Administration for blood tests to screen for hepatitis C pursuant to section 4 of this act:

For the Fiscal Year 2005-2006............................................................ $13,680

For the Fiscal Year 2006-2007.............................................................. $1,026

      2.  The sums appropriated by subsection 1 are available for either fiscal year. Any balance of those sums must not be committed for expenditure after June 30, 2007, and must be reverted to the Highway Fund on or before September 21, 2007.

      Sec. 8.1.  Notwithstanding any provision of section 4 of this act, a person who submits to a blood test to screen for hepatitis on or after October 1, 2005, but on or before September 30, 2006, and who, on October 1, 2005:

      (a)Is employed as a police officer in this State; or

      (b)Had at any time been continuously employed for 5 years or more as a police officer or a sheriff, deputy sheriff, officer of a metropolitan police department or city policeman in this State,

Ê shall be deemed to be in compliance with all blood testing that would otherwise be required by subsection 3 of section 4 of this act through the date of the blood test.

      2.  Notwithstanding the provisions of section 4 of this act, a person who, on October 1, 2005, is employed as a police officer in this State shall submit to a blood test to screen for hepatitis C on or before September 30, 2006. The blood test must be paid for by the employer of the person. If a person fails to submit to a blood test required by this subsection, the conclusive presumption relating to hepatitis otherwise created by section 4 of this act shall be deemed with regard to that person and for the purposes of section 4 of this act to be a rebuttable presumption that may only be rebutted by clear and convincing evidence that the hepatitis C was not contracted during the period in which the person was employed as a police officer.

      3.  If:

 


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ê2005 Statutes of Nevada, Page 2242 (Chapter 465, SB 203)ê

 

      (a)A blood test taken pursuant to this section indicates that a person has hepatitis C; and

      (b)Before taking the blood test, the person had at any time been continuously employed for 5 years or more as a police officer or a sheriff, deputy sheriff, officer of a metropolitan police department or city policeman in this State,

Ê the person is entitled to a rebuttable presumption that the hepatitis C arose out of and in the course of his employment and is compensable in accordance with section 4 of this act if he, before January 1, 2007, files a claim for compensation pursuant to chapter 617 of NRS. The presumption may only be rebutted by clear and convincing evidence that the hepatitis C was not contracted during the period in which the person was employed as a police officer or a sheriff, deputy sheriff, officer of a metropolitan police department or city policeman in this State.

      4.  As used in this section:

      (a)“Hepatitis” includes hepatitis A, hepatitis B, hepatitis C and any additional diseases or conditions that are associated with or result from hepatitis A, hepatitis B or hepatitis C.

      (b)“Police officer” has the meaning ascribed to it in NRS 617.135, as amended by section 5 of this act, except that the term does not include a sheriff, deputy sheriff, officer of a metropolitan police department or city policeman.

      Sec. 9.  The amendatory provisions of this act do not apply to any person who, on October 1, 2005, is receiving compensation for hepatitis pursuant to chapters 616A to 616D, inclusive, of NRS. As used in this section, “hepatitis” includes hepatitis A, hepatitis B, hepatitis C and any additional diseases or conditions that are associated with or result from hepatitis A, hepatitis B or hepatitis C.

________

 

CHAPTER 466, SB 267

Senate Bill No. 267–Senators Care and Hardy

 

CHAPTER 466

 

AN ACT relating to meetings of public bodies; making various changes regarding the Open Meeting Law; and providing other matters properly relating thereto.

 

[Approved: June 17, 2005]

 

THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN

SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:

 

      Section 1. Chapter 241 of NRS is hereby amended by adding thereto a new section to read as follows:

      1.  Any statement which is made by a member of a public body during the course of a public meeting is absolutely privileged and does not impose liability for defamation or constitute a ground for recovery in any civil action.

      2.  A witness who is testifying before a public body is absolutely privileged to publish defamatory matter as part of a public meeting, except that it is unlawful to misrepresent any fact knowingly when testifying before a public body.

 


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that it is unlawful to misrepresent any fact knowingly when testifying before a public body.

      Sec. 2.NRS 241.020 is hereby amended to read as follows:

      241.020  1.  Except as otherwise provided by specific statute, all meetings of public bodies must be open and public, and all persons must be permitted to attend any meeting of these public bodies. Public officers and employees responsible for these meetings shall make reasonable efforts to assist and accommodate physically handicapped persons desiring to attend.

      2.  Except in an emergency, written notice of all meetings must be given at least 3 working days before the meeting. The notice must include:

      (a) The time, place and location of the meeting.

      (b) A list of the locations where the notice has been posted.

      (c) An agenda consisting of:

             (1) A clear and complete statement of the topics scheduled to be considered during the meeting.

             (2) A list describing the items on which action may be taken and clearly denoting that action may be taken on those items.

             (3) A period devoted to comments by the general public, if any, and discussion of those comments. No action may be taken upon a matter raised under this item of the agenda until the matter itself has been specifically included on an agenda as an item upon which action may be taken pursuant to subparagraph (2).

             (4)If any portion of the meeting will be closed to consider the character, alleged misconduct or professional competence of a person, the name of the person whose character, alleged misconduct or professional competence will be considered.

             (5)If, during any portion of the meeting, the public body will consider whether to take administrative action against a person, the name of the person against whom administrative action may be taken.

      3.  Minimum public notice is:

      (a) Posting a copy of the notice at the principal office of the public body or, if there is no principal office, at the building in which the meeting is to be held, and at not less than three other separate, prominent places within the jurisdiction of the public body not later than 9 a.m. of the third working day before the meeting; and

      (b) Providing a copy of the notice to any person who has requested notice of the meetings of the public body. A request for notice lapses 6 months after it is made. The public body shall inform the requester of this fact by enclosure with, notation upon or text included within the first notice sent. The notice must be:

             (1) Delivered to the postal service used by the public body not later than 9 a.m. of the third working day before the meeting for transmittal to the requester by regular mail; or

             (2) If feasible for the public body and the requester has agreed to receive the public notice by electronic mail, transmitted to the requester by electronic mail sent not later than 9 a.m. of the third working day before the meeting.

      4.  If a public body maintains a website on the Internet or its successor, the public body shall post notice of each of its meetings on its website unless the public body is unable to do so because of technical problems relating to the operation or maintenance of its website. Notice posted pursuant to this subsection is supplemental to and is not a substitute for the minimum public notice required pursuant to subsection 3.

 


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notice required pursuant to subsection 3. The inability of a public body to post notice of a meeting pursuant to this subsection as a result of technical problems with its website shall not be deemed to be a violation of the provisions of this chapter.

      5.  Upon any request, a public body shall provide, at no charge, at least one copy of:

      (a) An agenda for a public meeting;

      (b) A proposed ordinance or regulation which will be discussed at the public meeting; and

      (c) [Any] Subject to the provisions of subsection 6, any other supporting material provided to the members of the public body for an item on the agenda, except materials:

             (1) Submitted to the public body pursuant to a nondisclosure or confidentiality agreement [;] which relates to proprietary information;

             (2) Pertaining to the closed portion of such a meeting of the public body; or

             (3) Declared confidential by law [.] , unless otherwise agreed to by each person whose interest is being protected under the order of confidentiality.

Ê As used in this subsection, “proprietary information” has the meaning ascribed to it in NRS 332.025.

      6.  A copy of supporting material required to be provided upon request pursuant to paragraph (c) of subsection 5 must be:

      (a) If the supporting material is provided to the members of the public body before the meeting, made available to the requester at the time the material is provided to the members of the public body; or

      (b) If the supporting material is provided to the members of the public body at the meeting, made available at the meeting to the requester at the same time the material is provided to the members of the public body.

Ê If the requester has agreed to receive the information and material set forth in [this] subsection 5 by electronic mail, the public body shall, if feasible, provide the information and material by electronic mail.

      [6.] 7.  A public body may provide the public notice, information and material required by this section by electronic mail. If a public body makes such notice, information and material available by electronic mail, the public body shall inquire of a person who requests the notice, information or material if the person will accept receipt by electronic mail. The inability of a public body, as a result of technical problems with its electronic mail system, to provide a public notice, information or material required by this section to a person who has agreed to receive such notice, information or material by electronic mail shall not be deemed to be a violation of the provisions of this chapter.

      [7.] 8.  As used in this section, “emergency” means an unforeseen circumstance which requires immediate action and includes, but is not limited to:

      (a) Disasters caused by fire, flood, earthquake or other natural causes; or

      (b) Any impairment of the health and safety of the public.

      Sec. 3.NRS 241.030 is hereby amended to read as follows:

      241.030  1.  Except as otherwise provided in this section and NRS 241.031 and 241.033, [nothing contained in this chapter prevents] a public body [from holding] may hold a closed meeting to consider the character, alleged misconduct, professional competence, or physical or mental health of a person.

 


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ê2005 Statutes of Nevada, Page 2245 (Chapter 466, SB 267)ê

 

alleged misconduct, professional competence, or physical or mental health of a person.

      2.  A person whose character, alleged misconduct, professional competence, or physical or mental health will be considered by a public body during a meeting may waive the closure of the meeting and request that the meeting or relevant portion thereof be open to the public. A request described in this subsection:

      (a)May be made at any time before or during the meeting; and

      (b)Must be honored by the public body unless the consideration of the character, alleged misconduct, professional competence, or physical or mental health of the requester involves the appearance before the public body of another person who does not desire that the meeting or relevant portion thereof be open to the public.

      3.  A public body may close a meeting upon a motion which specifies [the] :

      (a)The nature of the business to be considered [.

      3.] ; and

      (b)The statutory authority pursuant to which the public body is authorized to close the meeting.

      4.  This chapter does not:

      (a) Apply to judicial proceedings.

      (b) Prevent the removal of any person who willfully disrupts a meeting to the extent that its orderly conduct is made impractical.

      (c) Prevent the exclusion of witnesses from a public or private meeting during the examination of another witness.

      (d) Require that any meeting be closed to the public.

      (e) Permit a closed meeting for the discussion of the appointment of any person to public office or as a member of a public body.

      [4.] 5.  The exception provided by this section, and electronic communication, must not be used to circumvent the spirit or letter of this chapter [in order to discuss or] to act , outside of an open and public meeting, upon a matter over which the public body has supervision, control, jurisdiction or advisory powers.

      Sec. 4.NRS 241.031 is hereby amended to read as follows:

      241.031  [A]

      1.  Except as otherwise provided in subsection 2, a public body shall not hold a closed meeting to consider the character, alleged misconduct [,] or professional competence [, or physical or mental health of an] of:

      (a) An elected member of a public body [.] ; or

      (b) A person who is an appointed public officer or who serves at the pleasure of a public body as a chief executive or administrative officer or in a comparable position, including, without limitation, a president of a university or community college within the University and Community College System of Nevada, a superintendent of a county school district, a county manager and a city manager.

      2.  The prohibition set forth in subsection 1 does not apply if the consideration of the character, alleged misconduct or professional competence of the person does not pertain to his role as an elected member of a public body or an appointed public officer or other officer described in paragraph (b) of subsection 1, as applicable.

 


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ê2005 Statutes of Nevada, Page 2246 (Chapter 466, SB 267)ê

 

      Sec. 5.NRS 241.033 is hereby amended to read as follows:

      241.033  1.  A public body shall not hold a meeting to consider the character, alleged misconduct, professional competence, or physical or mental health of any person unless it has [given] :

      (a)Given written notice to that person of the time and place of the meeting [. Except as otherwise provided in subsection 2, the] ; and

      (b)Received proof of service of the notice.

      2.  The written notice required pursuant to subsection 1:

      (a)Except as otherwise provided in subsection 3, must be:

      [(a)] (1) Delivered personally to that person at least 5 working days before the meeting; or

      [(b)] (2) Sent by certified mail to the last known address of that person at least 21 working days before the meeting.

[Ê A public body must receive proof of service of the notice required by this subsection before such a meeting may be held.

      2.] (b)May include an informational statement setting forth that the public body may, without further notice, take administrative action against the person if the public body determines that such administrative action is warranted after considering the character, alleged misconduct, professional competence, or physical or mental health of the person.

      3.  The Nevada Athletic Commission is exempt from the requirements of [paragraphs (a) and (b)] subparagraphs (1) and (2) of paragraph (a) of subsection [1,] 2, but must give written notice of the time and place of the meeting and must receive proof of service of the notice before the meeting may be held.

      [3.] 4.  If a public body holds a closed meeting or closes a portion of a meeting to consider the character, alleged misconduct, professional competence, or physical or mental health of a person, each person to whom notice is required to be given pursuant to paragraph (a) of subsection 1 must be allowed to:

      (a) Attend the closed meeting or that portion of the closed meeting during which his character, alleged misconduct, professional competence, or physical or mental health is considered;

      (b) Have an attorney or other representative of his choosing present with him during the closed meeting; and

      (c) Present written evidence, provide testimony and present witnesses relating to his character, alleged misconduct, professional competence, or physical or mental health to the public body during the closed meeting.

      5.  Except as otherwise provided in subsection 4, with regard to the attendance of persons other than members of the public body and the person whose character, alleged misconduct, professional competence, or physical or mental health is considered, the chairman of the public body may at any time before or during a closed meeting:

      (a)Determine which additional persons, if any, are allowed to attend the closed meeting or portion thereof; or

      (b)Allow the members of the public body to determine, by majority vote, which additional persons, if any, are allowed to attend the closed meeting or portion thereof.

      6.  A public body shall provide a copy of any record of a closed meeting prepared pursuant to NRS 241.035, upon the request of any person whose character, alleged misconduct, professional competence, or physical or mental health was considered at the meeting.

 


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ê2005 Statutes of Nevada, Page 2247 (Chapter 466, SB 267)ê

 

      7.  For the purposes of this section, casual or tangential references to a person or the name of a person during a closed meeting do not constitute consideration of the character, alleged misconduct, professional competence, or physical or mental health of the person.

      Sec. 6.NRS 241.034 is hereby amended to read as follows:

      241.034  1.  Except as otherwise provided in subsection 3:

      (a)A public body shall not consider at a meeting whether to:

      [(a)] (1) Take administrative action against a person; or

      [(b)] (2) Acquire real property owned by a person by the exercise of the power of eminent domain,

Ê unless the public body has given written notice to that person of the time and place of the meeting.

      [2.] (b) The written notice required pursuant to [subsection 1] paragraph (a) must be:

      [(a)] (1) Delivered personally to that person at least 5 working days before the meeting; or

      [(b)] (2) Sent by certified mail to the last known address of that person at least 21 working days before the meeting.

Ê A public body must receive proof of service of the written notice provided to a person pursuant to this section before the public body may consider a matter set forth in [subsection 1] paragraph (a) relating to that person at a meeting.

      [3.] 2.  The written notice provided in this section is in addition to the notice of the meeting provided pursuant to NRS 241.020.

      3.  The written notice otherwise required pursuant to this section is not required if:

      (a)The public body provided written notice to the person pursuant to NRS 241.033 before holding a meeting to consider his character, alleged misconduct, professional competence, or physical or mental health; and

      (b)The written notice provided pursuant to NRS 241.033 included the informational statement described in paragraph (b) of subsection 2 of that section.

      4.  For the purposes of this section, real property shall be deemed to be owned only by the natural person or entity listed in the records of the county in which the real property is located to whom or which tax bills concerning the real property are sent.

________

 

CHAPTER 467, SB 83

Senate Bill No. 83–Senators Coffin, Amodei, Care, Cegavske, Schneider and Beers

 

Joint Sponsors: Assemblymen Giunchigliani, Carpenter, Manendo, McClain and Sherer

 

CHAPTER 467

 

AN ACT relating to meetings of public bodies; requiring a public body to allow a person whose character, alleged misconduct, professional competence, or physical or mental health is being considered by the public body in a closed meeting to attend the meeting, have an attorney or other representative present at the meeting and present testimony and written evidence during the meeting; providing additional requirements relating to the required notice for such a meeting; and providing other matters properly relating thereto.

 


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ê2005 Statutes of Nevada, Page 2248 (Chapter 467, SB 83)ê

 

additional requirements relating to the required notice for such a meeting; and providing other matters properly relating thereto.

 

[Approved: June 17, 2005]

 

THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN

SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:

 

      Section 1. NRS 241.033 is hereby amended to read as follows:

      241.033  1.  A public body shall not hold a meeting to consider the character, alleged misconduct, professional competence, or physical or mental health of any person unless it has [given] :

      (a) Given written notice to that person of the time and place of the meeting [. Except as otherwise provided in subsection 2, the] ; and

      (b) Received proof of service of the notice.

      2.  The written notice required pursuant to subsection 1:

      (a) Except as otherwise provided in subsection 3, must be:

      [(a)](1) Delivered personally to that person at least 5 working days before the meeting; or

      [(b)](2) Sent by certified mail to the last known address of that person at least 21 working days before the meeting [.

Ê A public body must receive proof of service of the notice required by this subsection before such a meeting may be held.

      2.]; and

      (b) Must include:

             (1) A list of the general topics concerning the person that will be considered by the public body during the closed meeting; and

             (2) A statement of the provisions of subsection 4.

      3.  The Nevada Athletic Commission is exempt from the requirements of [paragraphs (a) and (b)] paragraph (a) of subsection [1,] 2, but must give written notice of the time and place of the meeting and must receive proof of service of the notice before the meeting may be held.

      [3.]4.  If a public body holds a closed meeting to consider the character, alleged misconduct, professional competence, or physical or mental health of a person, the public body must allow that person to:

      (a) Attend any portion of the closed meeting during which the character, alleged misconduct, professional competence, or physical or mental health of the person is considered by the public body;

      (b) Have an attorney or other representative of his choosing present with him during the closed meeting; and

      (c) Present written evidence, provide testimony and present witnesses relating to his character, alleged misconduct, professional competence, or physical or mental health to the public body during the closed meeting.

      5.  A public body shall provide a copy of any record of a closed meeting prepared pursuant to NRS 241.035, upon the request of any person whose character, alleged misconduct, professional competence, or physical or mental health was considered at the meeting.

________

 

 


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ê2005 Statutes of Nevada, Page 2249ê

 

CHAPTER 468, SB 453

Senate Bill No. 453–Committee on Judiciary

 

CHAPTER 468

 

AN ACT relating to entities regulated by the Secretary of State; revising various provisions concerning the timing, form and contents of certain filings by various business entities; clarifying that certain corporations and associations which are homeowners’ associations must comply with certain requirements; prohibiting a notary public from willfully notarizing the signature of a person in certain circumstances; making various other changes concerning notaries public; providing that a person who knowingly files a forged or false record is subject to civil liability under certain circumstances; establishing certain fees for services provided to business entities; making various other changes concerning business entities; providing a penalty; and providing other matters properly relating thereto.

 

[Approved: June 17, 2005]

 

THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN

SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:

 

      Section 1. NRS 78.150 is hereby amended to read as follows:

      78.150  1.  A corporation organized pursuant to the laws of this State shall, on or before the last day of the first month after the filing of its articles of incorporation with the Secretary of State, file with the Secretary of State a list, on a form furnished by him, containing:

      (a)The name of the corporation;

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

      (c)The names and titles of the president, secretary and treasurer, or the equivalent thereof, and of all the directors of the corporation;

      (d)The address, either residence or business, of each officer and director listed, following the name of the officer or director;

      (e)The name and address of the lawfully designated resident agent of the corporation [;] in this State; and

      (f)The signature of an officer of the corporation certifying that the list is true, complete and accurate.

      2.  The corporation shall annually thereafter, on or before the last day of the month in which the anniversary date of incorporation occurs in each year, file with the Secretary of State, on a form furnished by him, an annual list containing all of the information required in subsection 1.

      3.  Each list required by subsection 1 or 2 must be accompanied by:

      (a) A declaration under penalty of perjury that the corporation:

             (1) Has complied with the provisions of NRS 360.780; and

             (2) Acknowledges that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing with the Office of the Secretary of State.

      (b) A statement as to whether the corporation is a publicly traded company. If the corporation is a publicly traded company, the corporation must list its Central Index Key. The Secretary of State shall include on his Internet website the Central Index Key of a corporation provided pursuant to this paragraph and instructions describing the manner in which a member of the public may obtain information concerning the corporation from the Securities and Exchange Commission.

 


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ê2005 Statutes of Nevada, Page 2250 (Chapter 468, SB 453)ê

 

the public may obtain information concerning the corporation from the Securities and Exchange Commission.

      4.  Upon filing the list required by:

      (a)Subsection 1, the corporation shall pay to the Secretary of State a fee of $125.

      (b) Subsection 2, the corporation shall pay to the Secretary of State, if the amount represented by the total number of shares provided for in the articles is:

 

$75,000 or less........................................................................................... $125

Over $75,000 and not over $200,000........................................................ 175

Over $200,000 and not over $500,000...................................................... 275

Over $500,000 and not over $1,000,000................................................... 375

Over $1,000,000:

       For the first $1,000,000 ....................................................................... 375

       For each additional $500,000 or fraction thereof............................. 275

The maximum fee which may be charged pursuant to paragraph (b) for filing the annual list is $11,100.

 

      5.  If a director or officer of a corporation resigns and the resignation is not [made in conjunction with the filing of an] reflected on the annual or amended list of directors and officers, the corporation or the resigning director or officer shall pay to the Secretary of State a fee of $75 to file the resignation . [of the director or officer.]

      6.  The Secretary of State shall, [60] 90 days before the last day for filing each annual list required by subsection 2, cause to be mailed to each corporation which is required to comply with the provisions of NRS 78.150 to 78.185, inclusive, and which has not become delinquent, a notice of the fee due pursuant to subsection 4 and a reminder to file the annual list required by subsection 2. Failure of any corporation to receive a notice or form does not excuse it from the penalty imposed by law.

      7.  If the list to be filed pursuant to the provisions of subsection 1 or 2 is defective in any respect or the fee required by subsection 4 is not paid, the Secretary of State may return the list for correction or payment.

      8.  An annual list for a corporation not in default which is received by the Secretary of State more than 90 days before its due date shall be deemed an amended list for the previous year and must be accompanied by the appropriate fee as provided in subsection 4 for filing. A payment submitted pursuant to this subsection does not satisfy the requirements of subsection 2 for the year to which the due date is applicable.

      Sec. 2. NRS 78.1955 is hereby amended to read as follows:

      78.1955  1.  If the voting powers, designations, preferences, limitations, restrictions and relative rights of any class or series of stock have been established by a resolution of the board of directors pursuant to a provision in the articles of incorporation, a certificate of designation setting forth the resolution and stating the number of shares for each designation must be signed by an officer of the corporation and filed with the Secretary of State. A certificate of designation signed and filed pursuant to this section must become effective before the issuance of any shares of the class or series.

      2.  Unless otherwise provided in the articles of incorporation or the certificate of designation being amended, if no shares of a class or series of stock established by a resolution of the board of directors have been issued, the designation of the class or series, the number of the class or series and the voting powers, designations, preferences, limitations, restrictions and relative rights of the class or series may be amended by a resolution of the board of directors pursuant to a certificate of amendment filed in the manner provided in subsection 4.

 


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ê2005 Statutes of Nevada, Page 2251 (Chapter 468, SB 453)ê

 

stock established by a resolution of the board of directors have been issued, the designation of the class or series, the number of the class or series and the voting powers, designations, preferences, limitations, restrictions and relative rights of the class or series may be amended by a resolution of the board of directors pursuant to a certificate of amendment filed in the manner provided in subsection 4.

      3.  Unless otherwise provided in the articles of incorporation or the certificate of designation, if shares of a class or series of stock established by a resolution of the board of directors have been issued, the designation of the class or series, the number of the class or series and the voting powers, designations, preferences, limitations, restrictions and relative rights of the class or series may be amended by a resolution of the board of directors only if the amendment is approved as provided in this subsection. Unless otherwise provided in the articles of incorporation or the certificate of designation, the proposed amendment adopted by the board of directors must be approved by the vote of stockholders holding shares in the corporation entitling them to exercise a majority of the voting power, or such greater proportion of the voting power as may be required by the articles of incorporation or the certificate of designation, of:

      (a) The class or series of stock being amended; and

      (b) Each class and each series of stock which, before amendment, is senior to the class or series being amended as to the payment of distributions upon dissolution of the corporation, regardless of any limitations or restrictions on the voting power of that class or series.

      4.  A certificate of amendment to a certificate of designation must be signed by an officer of the corporation and filed with the Secretary of State and must:

      (a) Set forth the original designation and the new designation, if the designation of the class or series is being amended;

      (b) State that no shares of the class or series have been issued or state that the approval of the stockholders required pursuant to subsection 3 has been obtained; and

      (c) Set forth the amendment to the class or series or set forth the designation of the class or series, the number of the class or series and the voting powers, designations, preferences, limitations, restrictions and relative rights of the class or series, as amended.

      5.  A certificate filed pursuant to subsection 1 or 4 becomes effective upon filing with the Secretary of State or upon a later date specified in the certificate, which must not be later than 90 days after the certificate is filed.

      6.  If shares of a class or series of stock established by a certificate of designation are not outstanding, the corporation may file a certificate which states that no shares of the class or series are outstanding and which contains the resolution of the board of directors authorizing the withdrawal of the certificate of designation establishing the class or series of stock. The certificate must identify the date and certificate of designation being withdrawn and must be signed by an officer of the corporation and filed with the Secretary of State. Upon filing the certificate and payment of the fee required pursuant to NRS 78.765, all matters contained in the certificate of designation regarding the class or series of stock are eliminated from the articles of incorporation.

      7.  NRS 78.380, 78.385 and 78.390 do not apply to certificates of amendment filed pursuant to this section.

 


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ê2005 Statutes of Nevada, Page 2252 (Chapter 468, SB 453)ê

 

      Sec. 3. NRS 78.780 is hereby amended to read as follows:

      78.780  [1.  The fee for filing a certificate of extension of corporate existence of any corporation is an amount equal to one-fourth of the fee computed at the rates specified in NRS 78.760 for filing articles of incorporation.

      2.]  The fee for filing a certificate of dissolution whether it occurs before or after payment of capital and beginning of business is $75.

      Sec. 4. NRS 78.785 is hereby amended to read as follows:

      78.785  1.  The fee for filing a certificate of change of location of a corporation’s registered office and resident agent, or a new designation of resident agent, is $60.

      2.  The fee for certifying a copy of articles of incorporation [where a copy is provided] is $30.

      3.  The fee for certifying a copy of an amendment to articles of incorporation, or to a copy of the articles as amended, [where a copy is furnished,] is $30.

      4.  The fee for certifying an authorized printed copy of the general corporation law as compiled by the Secretary of State is $30.

      5.  The fee for reserving a corporate name is $25.

      6.  The fee for signing a certificate of corporate existence which does not list the previous records relating to the corporation, or a certificate of change in a corporate name, is $50.

      7.  The fee for signing a certificate of corporate existence which lists the previous records relating to the corporation is $50.

      8.  The fee for signing, certifying or filing any certificate or record not provided for in NRS 78.760 to 78.785, inclusive, is $50.

      9.  The fee for copies [made at] provided by the Office of the Secretary of State is $2 per page.

      10.  The fees for filing articles of incorporation, articles of merger, or certificates of amendment increasing the basic surplus of a mutual or reciprocal insurer must be computed pursuant to NRS 78.760, 78.765 and 92A.210, on the basis of the amount of basic surplus of the insurer.

      11.  The fee for examining and provisionally approving any record at any time before the record is presented for filing is $125.

      Sec. 5. NRS 80.110 is hereby amended to read as follows:

      80.110  1.  Each foreign corporation doing business in this State shall, on or before the last day of the first month after the filing of its certificate of corporate existence with the Secretary of State, and annually thereafter on or before the last day of the month in which the anniversary date of its qualification to do business in this State occurs in each year, file with the Secretary of State a list, on a form furnished by him, that contains:

      (a) The names and addresses, either residence or business, of its president, secretary and treasurer, or the equivalent thereof, and all of its directors;

      (b) The name and street address of the lawfully designated resident agent of the corporation in this State; and

      (c) The signature of an officer of the corporation.

Ê Each list filed pursuant to this subsection must be accompanied by a declaration under penalty of perjury that the foreign corporation has complied with the provisions of NRS 360.780 and which acknowledges that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing with the Office of the Secretary of State.


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ê2005 Statutes of Nevada, Page 2253 (Chapter 468, SB 453)ê

 

Each list filed pursuant to this subsection must also be accompanied by a statement as to whether the corporation is a publicly traded company. If the corporation is a publicly traded company, the corporation must list its Central Index Key. The Secretary of State shall include on his Internet website the Central Index Key of a corporation provided pursuant to this subsection and instructions describing the manner in which a member of the public may obtain information concerning the corporation from the Securities and Exchange Commission.

      2.  Upon filing:

      (a) The initial list required by subsection 1, the corporation shall pay to the Secretary of State a fee of $125.

      (b) Each annual list required by subsection 1, the corporation shall pay to the Secretary of State, if the amount represented by the total number of shares provided for in the articles is:

 

$75,000 or less........................................................................................... $125

Over $75,000 and not over $200,000........................................................ 175

Over $200,000 and not over $500,000...................................................... 275

Over $500,000 and not over $1,000,000................................................... 375

Over $1,000,000:

       For the first $1,000,000........................................................................ 375

       For each additional $500,000 or fraction thereof............................. 275

The maximum fee which may be charged pursuant to paragraph (b) for filing the annual list is $11,100.

 

      3.  If a director or officer of a corporation resigns and the resignation is not [made in conjunction with the filing of an] reflected on the annual or amended list of directors and officers, the corporation or the resigning director or officer shall pay to the Secretary of State a fee of $75 to file the resignation . [of the director or officer.]

      4.  The Secretary of State shall, [60] 90 days before the last day for filing each annual list required by subsection 1, cause to be mailed to each corporation which is required to comply with the provisions of NRS 80.110 to 80.175, inclusive, and which has not become delinquent, the blank forms to be completed and filed with him. Failure of any corporation to receive the forms does not excuse it from the penalty imposed by the provisions of NRS 80.110 to 80.175, inclusive.

      5.  An annual list for a corporation not in default which is received by the Secretary of State more than 90 days before its due date shall be deemed an amended list for the previous year and does not satisfy the requirements of subsection 1 for the year to which the due date is applicable.

      Sec. 6. Chapter 81 of NRS is hereby amended by adding thereto the provisions set forth as sections 7, 8 and 9 of this act.

      Sec. 7. 1.  The Secretary of State shall not accept for filing any articles of incorporation or any certificate of amendment of articles of incorporation of any corporation formed under the provisions of NRS 81.010 to 81.160, inclusive, and this section which provides that the name of the corporation contains the words “unit-owners’ association” or “homeowners’ association” or if it appears in the articles of incorporation or certificate of amendment of articles of incorporation that the purpose of the corporation is to operate as a unit-owners’ association pursuant to chapter 116 of NRS unless the Administrator of the Real Estate Division of the Department of Business and Industry certifies that the corporation has:

 


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ê2005 Statutes of Nevada, Page 2254 (Chapter 468, SB 453)ê

 

chapter 116 of NRS unless the Administrator of the Real Estate Division of the Department of Business and Industry certifies that the corporation has:

      (a) Registered with the Ombudsman for Owners in Common-Interest Communities pursuant to NRS 116.31158; and

      (b) Paid to the Administrator of the Real Estate Division the fees required pursuant to NRS 116.31155.

      2.  Upon notification from the Administrator of the Real Estate Division of the Department of Business and Industry that a corporation which is a unit-owners’ association as defined in NRS 116.011 has failed to register pursuant to NRS 116.31158 or failed to pay the fees pursuant to NRS 116.31155, the Secretary of State shall deem the corporation to be in default. If, after the corporation is deemed to be in default, the Administrator notifies the Secretary of State that the corporation has registered pursuant to NRS 116.31158 and paid the fees pursuant to NRS 116.31155, the Secretary of State shall reinstate the corporation if the corporation complies with the requirements for reinstatement as provided in this section and NRS 78.180 and 78.185.

      Sec. 8. 1.  The Secretary of State shall not accept for filing any articles of association or any certificate of amendment of articles of association of any association formed under the provisions of NRS 81.170 to 81.270, inclusive, and this section which provides that the name of the association contains the words “unit-owners’ association” or “homeowners’ association” or if it appears in the articles of association or certificate of amendment of articles of association that the purpose of the association is to operate as a unit-owners’ association pursuant to chapter 116 of NRS unless the Administrator of the Real Estate Division of the Department of Business and Industry certifies that the association has:

      (a) Registered with the Ombudsman for Owners in Common-Interest Communities pursuant to NRS 116.31158; and

      (b) Paid to the Administrator of the Real Estate Division the fees required pursuant to NRS 116.31155.

      2.  Upon notification from the Administrator of the Real Estate Division of the Department of Business and Industry that an association which is a unit-owners’ association as defined in NRS 116.011 has failed to register pursuant to NRS 116.31158 or failed to pay the fees pursuant to NRS 116.31155, the Secretary of State shall deem the association to be in default. If, after the association is deemed to be in default, the Administrator notifies the Secretary of State that the association has registered pursuant to NRS 116.31158 and paid the fees pursuant to NRS 116.31155, the Secretary of State shall reinstate the association if the association complies with the requirements for reinstatement as provided in this section and NRS 78.180 and 78.185 and pays the fees required pursuant to NRS 82.193.

      Sec. 9. 1.  The Secretary of State shall not accept for filing any articles of incorporation or any certificate of amendment of articles of incorporation of any corporation formed under the provisions of NRS 81.410 to 81.540, inclusive, and this section which provides that the name of the corporation contains the words “unit-owners’ association” or “homeowners’ association” or if it appears in the articles of incorporation or certificate of amendment of articles of incorporation that the purpose of the corporation is to operate as a unit-owners’ association pursuant to chapter 116 of NRS unless the Administrator of the Real Estate Division of the Department of Business and Industry certifies that the corporation has:

 


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ê2005 Statutes of Nevada, Page 2255 (Chapter 468, SB 453)ê

 

chapter 116 of NRS unless the Administrator of the Real Estate Division of the Department of Business and Industry certifies that the corporation has:

      (a) Registered with the Ombudsman for Owners in Common-Interest Communities pursuant to NRS 116.31158; and

      (b) Paid to the Administrator of the Real Estate Division the fees required pursuant to NRS 116.31155.

      2.  Upon notification from the Administrator of the Real Estate Division of the Department of Business and Industry that a corporation which is a unit-owners’ association as defined in NRS 116.011 has failed to register pursuant to NRS 116.31158 or failed to pay the fees pursuant to NRS 116.31155, the Secretary of State shall deem the corporation to be in default. If, after the corporation is deemed to be in default, the Administrator notifies the Secretary of State that the corporation has registered pursuant to NRS 116.31158 and paid the fees pursuant to NRS 116.31155, the Secretary of State shall reinstate the corporation if the corporation complies with the requirements for reinstatement as provided in this section and NRS 78.180 and 78.185 and pays the fees required pursuant to NRS 82.193.

      Sec. 10. NRS 81.010 is hereby amended to read as follows:

      81.010  1.  Nonprofit cooperative corporations may be formed by the voluntary association of any three or more persons in the manner prescribed in NRS 81.010 to 81.160, inclusive [.] , and section 7 of this act. A majority of the persons must be residents of this State, and such a corporation has and may exercise the powers necessarily incident thereto. Except as otherwise provided in subsection 2, the provisions of chapter 78 of NRS govern each nonprofit cooperative corporation organized pursuant to NRS 81.010 to 81.160, inclusive [.] , and section 7 of this act. If such a nonprofit cooperative corporation is organized without shares of stock, the members shall be deemed to be “shareholders” or “stockholders” as these terms are used in chapter 78 of NRS.

      2.  If the term for which a nonprofit cooperative corporation was to exist has expired but the corporation has continued to perform the activities authorized by its original articles of incorporation or any amendment thereto, revival of its corporate existence does not require the consent of its members or stockholders. Each required action to accomplish a revival may be taken by a majority of the surviving directors. The revival is effective as of the date of expiration of the original term.

      Sec. 11. NRS 81.170 is hereby amended to read as follows:

      81.170  1.  NRS 81.170 to 81.270, inclusive, and section 8 of this act being passed to promote association for mutual welfare, the words “lawful business” extend to every kind of lawful effort for business, education, industrial, benevolent, social or political purposes, whether conducted for profit or not.

      2.  NRS 81.170 to 81.270, inclusive, and section 8 of this act must not be strictly construed, but their provisions must at all times be liberally construed with a view to effect their object and to promote their purposes.

      Sec. 12. NRS 81.200 is hereby amended to read as follows:

      81.200  1.  Each association formed under NRS 81.170 to 81.270, inclusive, and section 8 of this act shall prepare articles of association in writing, setting forth:

      (a) The name of the association.

      (b) The purpose for which it is formed.

 


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ê2005 Statutes of Nevada, Page 2256 (Chapter 468, SB 453)ê

 

      (c) The name of the person designated as the resident agent, the street address for service of process, and the mailing address if different from the street address.

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

      (e) The names and addresses, either residence or business, of the directors selected for the first year.

      (f) The amount which each member is to pay upon admission as a fee for membership, and that each member signing the articles has actually paid the fee.

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

      (h) The name and address, either residence or business, of each of the persons signing the articles of association.

      2.  The articles of association must be signed by the original associates or members.

      3.  The articles so signed must be filed, together with a certificate of acceptance of appointment signed by the resident agent for the association, in the Office of the Secretary of State . [, who shall furnish a certified copy thereof.] From the time of the filing in the Office of the Secretary of State, the association may exercise all the powers for which it was formed.

      Sec. 13. NRS 81.410 is hereby amended to read as follows:

      81.410  1.  Nonprofit cooperative corporations may be formed by the voluntary association of any three or more persons in the manner prescribed in NRS 81.410 to 81.540, inclusive [.] , and section 9 of this act.

      2.  Except as otherwise provided in subsection 3, the provisions of chapter 82 of NRS govern a nonprofit cooperative corporation organized pursuant to NRS 81.410 to 81.540, inclusive, and section 9 of this act, except to the extent that the provisions of chapter 82 of NRS are inconsistent with NRS 81.410 to 81.540, inclusive [.] , and section 9 of this act.

      3.  NRS 82.081 and 82.136 do not apply to a nonprofit cooperative corporation organized pursuant to NRS 81.410 to 81.540, inclusive [.] , and section 9 of this act.

      Sec. 14. NRS 82.371 is hereby amended to read as follows:

      82.371  1.  A corporation may restate, or amend and restate, in a single certificate the entire text of its articles as amended by filing with the Secretary of State a certificate which must set forth the articles as amended to the date of the certificate. If the certificate alters or amends the articles in any manner, it must comply with the provisions of NRS 82.346, 82.351 and 82.356, as applicable, and must be accompanied by [:

      (a) A resolution; or

      (b) A] a form prescribed by the Secretary of State [,

Ê] setting forth which provisions of the articles of incorporation on file with the Secretary of State are being altered or amended.

      2.  If the certificate does not alter or amend the articles, it must be signed by an officer of the corporation and must state that he has been authorized to sign the certificate by resolution of the board of directors adopted on the date stated, and that the certificate correctly sets forth the text of the articles as amended to the date of the certificate.

      3.  The following may be omitted from the restated articles:

      (a) The names, addresses, signatures and acknowledgments of the incorporators;

      (b) The names and addresses of the members of the past and present board of directors; and

 


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ê2005 Statutes of Nevada, Page 2257 (Chapter 468, SB 453)ê

 

      (c) The name and address of the resident agent.

      4.  Whenever a corporation is required to file a certified copy of its articles, in lieu thereof it may file a certified copy of the most recent certificate restating its articles as amended, subject to the provisions of subsection 2, together with certified copies of all certificates of amendment filed after the restated articles and certified copies of all certificates supplementary to the original articles.

      Sec. 15. NRS 82.546 is hereby amended to read as follows:

      82.546  1.  Any corporation which did exist or is existing pursuant to the laws of this State may, upon complying with the provisions of NRS 78.150 and 82.193, procure a renewal or revival of its charter for any period, together with all the rights, franchises, privileges and immunities, and subject to all its existing and preexisting debts, duties and liabilities secured or imposed by its original charter and amendments thereto, or its existing charter, by filing:

      (a) A certificate with the Secretary of State, which must set forth:

             (1) The name of the corporation, which must be the name of the corporation at the time of the renewal or revival, or its name at the time its original charter expired.

             (2) The name and street address of the lawfully designated resident agent of the filing corporation, and his mailing address if different from his street address.

             (3) The date when the renewal or revival of the charter is to commence or be effective, which may be, in cases of a revival, before the date of the certificate.

             (4) Whether or not the renewal or revival is to be perpetual, and, if not perpetual, the time for which the renewal or revival is to continue.

             (5) That the corporation desiring to renew or revive its charter is, or has been, organized and carrying on the business authorized by its existing or original charter and amendments thereto, and desires to renew or continue through revival its existence pursuant to and subject to the provisions of this chapter.

      (b) A list of its president, secretary and treasurer and all of its directors and their mailing or street addresses, either residence or business.

      2.  A corporation whose charter has not expired and is being renewed shall cause the certificate to be signed by [its president or vice president and secretary or assistant secretary.] an officer of the corporation. The certificate must be approved by a majority of the last-appointed surviving directors.

      3.  A corporation seeking to revive its original or amended charter shall cause the certificate to be signed by its president or vice president and secretary or assistant secretary. The signing and filing of the certificate must be approved unanimously by the last-appointed surviving directors of the corporation and must contain a recital that unanimous consent was secured. The corporation shall pay to the Secretary of State the fee required to establish a new corporation pursuant to the provisions of this chapter.

      4.  The filed certificate, or a copy thereof which has been certified under the hand and seal of the Secretary of State, must be received in all courts and places as prima facie evidence of the facts therein stated and of the existence and incorporation of the corporation named therein.

      Sec. 16. NRS 86.141 is hereby amended to read as follows:

      86.141  [A]   

 


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ê2005 Statutes of Nevada, Page 2258 (Chapter 468, SB 453)ê

 

      1.  Except as otherwise provided in subsection 2, a limited-liability company may be organized under this chapter for any lawful purpose . [, except insurance.]

      2.  A limited-liability company may not be organized for the purpose of insurance unless approved to do so by the Commissioner of Insurance.

      Sec. 17. NRS 86.171 is hereby amended to read as follows:

      86.171  1.  The name of a limited-liability company formed under the provisions of this chapter must contain the words “Limited-Liability Company,” “Limited Liability Company,” “Limited Company,” or “Limited” or the abbreviations “Ltd.,” “L.L.C.,” “L.C.,” “LLC” or “LC.” The word “Company” may be abbreviated as “Co.”

      2.  The name proposed for a limited-liability company must be distinguishable on the records of the Secretary of State from the names of all other artificial persons formed, organized, registered or qualified pursuant to the provisions of this title that are on file in the Office of the Secretary of State and all names that are reserved in the Office of the Secretary of State pursuant to the provisions of this title. If a proposed name is not so distinguishable, the Secretary of State shall return the articles of organization to the organizer, unless the written, acknowledged consent of the holder of the name on file or reserved name to use the same name or the requested similar name accompanies the articles of organization.

      3.  For the purposes of this section and NRS 86.176, a proposed name is not distinguishable from a name on file or reserved name solely because one or the other contains distinctive lettering, a distinctive mark, a trademark or a trade name, or any combination thereof.

      4.  The name of a limited-liability company whose charter has been revoked, which has merged and is not the surviving entity or whose existence has otherwise terminated is available for use by any other artificial person.

      5.  The Secretary of State shall not accept for filing any articles of organization for any limited-liability company if the name of the limited-liability company contains the word “accountant,” “accounting,” “accountancy,” “auditor” or “auditing” unless the Nevada State Board of Accountancy certifies that the limited-liability company:

      (a) Is registered pursuant to the provisions of chapter 628 of NRS; or

      (b) Has filed with the Nevada State Board of Accountancy under penalty of perjury a written statement that the limited-liability company is not engaged in the practice of accounting and is not offering to practice accounting in this State.

      6.  The Secretary of State shall not accept for filing any articles of organization or certificate of amendment of articles of organization of any limited-liability company formed or existing pursuant to the laws of this State which provides that the name of the limited-liability company contains the word “bank” or “trust” unless:

      (a) It appears from the articles of organization or the certificate of amendment that the limited-liability company proposes to carry on business as a banking or trust company, exclusively or in connection with its business as a bank, savings and loan association or thrift company; and

      (b) The articles of organization or certificate of amendment is first approved by the Commissioner of Financial Institutions.

      7.  The Secretary of State shall not accept for filing any articles of organization or certificate of amendment of articles of organization of any limited-liability company formed or existing pursuant to the provisions of this chapter if it appears from the articles or the certificate of amendment that the business to be carried on by the limited-liability company is subject to supervision by the Commissioner of Insurance or by the Commissioner of Financial Institutions unless the articles or certificate of amendment is approved by the Commissioner who will supervise the business of the [foreign] limited-liability company.

 


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ê2005 Statutes of Nevada, Page 2259 (Chapter 468, SB 453)ê

 

this chapter if it appears from the articles or the certificate of amendment that the business to be carried on by the limited-liability company is subject to supervision by the Commissioner of Insurance or by the Commissioner of Financial Institutions unless the articles or certificate of amendment is approved by the Commissioner who will supervise the business of the [foreign] limited-liability company.

      8.  Except as otherwise provided in subsection 7, the Secretary of State shall not accept for filing any articles of organization or certificate of amendment of articles of organization of any limited-liability company formed or existing pursuant to the laws of this State which provides that the name of the limited-liability company contains the words “engineer,” “engineered,” “engineering,” “professional engineer,” “registered engineer” or “licensed engineer” unless:

      (a) The State Board of Professional Engineers and Land Surveyors certifies that the principals of the limited-liability company are licensed to practice engineering pursuant to the laws of this State; or

      (b) The State Board of Professional Engineers and Land Surveyors certifies that the limited-liability company is exempt from the prohibitions of NRS 625.520.

      9.  The Secretary of State may adopt regulations that interpret the requirements of this section.

      Sec. 18. NRS 86.221 is hereby amended to read as follows:

      86.221  1.  The articles of organization of a limited-liability company may be amended for any purpose, not inconsistent with law, as determined by all of the members or permitted by the articles or an operating agreement.

      2.  An amendment must be made in the form of a certificate setting forth:

      (a) The name of the limited-liability company;

      (b) Whether the limited-liability company is managed by managers or members; and

      (c) The amendment to the articles of organization.

      3.  The certificate of amendment must be signed by a manager of the company or, if management is not vested in a manager, by a member.

      4.  Restated articles of organization may be signed and filed in the same manner as a certificate of amendment. If the certificate alters or amends the articles in any manner, it must be accompanied by [:

      (a) A resolution; or

      (b) A] a form prescribed by the Secretary of State [,

Ê] setting forth which provisions of the articles of organization on file with the Secretary of State are being altered or amended.

      Sec. 19. NRS 86.263 is hereby amended to read as follows:

      86.263  1.  A limited-liability company shall, on or before the last day of the first month after the filing of its articles of organization with the Secretary of State, file with the Secretary of State, on a form furnished by him, a list that contains:

      (a) The name of the limited-liability company;

      (b) The file number of the limited-liability company, if known;

      (c) The names and titles of all of its managers or, if there is no manager, all of its managing members;

      (d) The address, either residence or business, of each manager or managing member listed, following the name of the manager or managing member;

 


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ê2005 Statutes of Nevada, Page 2260 (Chapter 468, SB 453)ê

 

      (e) The name and street address of [the] its lawfully designated resident agent [of the limited-liability company;] in this State; and

      (f) The signature of a manager or managing member of the limited-liability company certifying that the list is true, complete and accurate.

      2.  The limited-liability company shall annually thereafter, on or before the last day of the month in which the anniversary date of its organization occurs, file with the Secretary of State, on a form furnished by him, an amended list containing all of the information required in subsection 1.

      3.  Each list required by subsections 1 and 2 must be accompanied by a declaration under penalty of perjury that the limited-liability company:

      (a) Has complied with the provisions of NRS 360.780; and

      (b) Acknowledges that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State.

      4.  Upon filing:

      (a) The initial list required by subsection 1, the limited-liability company shall pay to the Secretary of State a fee of $125.

      (b) Each annual list required by subsection 2, the limited-liability company shall pay to the Secretary of State a fee of $125.

      5.  If a manager or managing member of a limited-liability company resigns and the resignation is not [made in conjunction with the filing of an] reflected on the annual or amended list of managers and managing members, the limited-liability company or the resigning manager or managing member shall pay to the Secretary of State a fee of $75 to file the resignation . [of the manager or managing member.]

      6.  The Secretary of State shall, [60] 90 days before the last day for filing each list required by subsection 2, cause to be mailed to each limited-liability company which is required to comply with the provisions of this section, and which has not become delinquent, a notice of the fee due under subsection 4 and a reminder to file a list required by subsection 2. Failure of any company to receive a notice or form does not excuse it from the penalty imposed by law.

      7.  If the list to be filed pursuant to the provisions of subsection 1 or 2 is defective or the fee required by subsection 4 is not paid, the Secretary of State may return the list for correction or payment.

      8.  An annual list for a limited-liability company not in default received by the Secretary of State more than 90 days before its due date shall be deemed an amended list for the previous year.

      Sec. 20. NRS 86.5461 is hereby amended to read as follows:

      86.5461  1.  Each foreign limited-liability company doing business in this State shall, on or before the last day of the first month after the filing of its application for registration as a foreign limited-liability company with the Secretary of State, and annually thereafter on or before the last day of the month in which the anniversary date of its qualification to do business in this State occurs in each year, file with the Secretary of State a list on a form furnished by him that contains:

      (a) The name of the foreign limited-liability company;

      (b) The file number of the foreign limited-liability company, if known;

      (c) The names and titles of all its managers or, if there is no manager, all its managing members;

      (d) The address, either residence or business, of each manager or managing member listed pursuant to paragraph (c);

 


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ê2005 Statutes of Nevada, Page 2261 (Chapter 468, SB 453)ê

 

      (e) The name and street address of its lawfully designated resident agent in this State; and

      (f) The signature of a manager or managing member of the foreign limited-liability company certifying that the list is true, complete and accurate.

      2.  Each list filed pursuant to this section must be accompanied by a declaration under penalty of perjury that the foreign limited-liability company:

      (a) Has complied with the provisions of NRS 360.780; and

      (b) Acknowledges that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing with the Office of the Secretary of State.

      3.  Upon filing:

      (a) The initial list required by this section, the foreign limited-liability company shall pay to the Secretary of State a fee of $125.

      (b) Each annual list required by this section, the foreign limited-liability company shall pay to the Secretary of State a fee of $125.

      4.  If a manager or managing member of a foreign limited-liability company resigns and the resignation is not [made in conjunction with the filing of an] reflected on the annual or amended list of managers and managing members, the foreign limited-liability company or the resigning manager or managing member shall pay to the Secretary of State a fee of $75 to file the resignation . [of the manager or managing member.]

      5.  The Secretary of State shall, [60] 90 days before the last day for filing each annual list required by this section, cause to be mailed to each foreign limited-liability company which is required to comply with the provisions of NRS 86.5461 to 86.5468, inclusive, and which has not become delinquent, the blank forms to be completed and filed with him. Failure of any foreign limited-liability company to receive the forms does not excuse it from the penalty imposed by the provisions of NRS 86.5461 to 86.5468, inclusive.

      6.  If the list to be filed pursuant to the provisions of subsection 1 is defective or the fee required by subsection 3 is not paid, the Secretary of State may return the list for correction or payment.

      7.  An annual list for a foreign limited-liability company not in default which is received by the Secretary of State more than 90 days before its due date must be deemed an amended list for the previous year and does not satisfy the requirements of this section for the year to which the due date is applicable.

      Sec. 21. NRS 86.561 is hereby amended to read as follows:

      86.561  1.  The Secretary of State shall charge and collect for:

      (a) Filing the original articles of organization, or for registration of a foreign company, $75;

      (b) Amending or restating the articles of organization, amending the registration of a foreign company or filing a certificate of correction, $175;

      (c) Filing the articles of dissolution of a domestic or foreign company, $75;

      (d) Filing a statement of change of address of a records or registered office, or change of the resident agent, $60;

      (e) Certifying a copy of articles of organization or an amendment to the articles, [in both cases where a copy is provided,] $30;

      (f) Certifying an authorized printed copy of this chapter, $30;

 


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ê2005 Statutes of Nevada, Page 2262 (Chapter 468, SB 453)ê

 

      (g) Reserving a name for a limited-liability company, $25;

      (h) Filing a certificate of cancellation, $75;

      (i) Signing, filing or certifying any other record, $50; and

      (j) Copies [made at] provided by the Office of the Secretary of State, $2 per page.

      2.  The Secretary of State shall charge and collect, at the time of any service of process on him as agent for service of process of a limited-liability company, $100 which may be recovered as taxable costs by the party to the action causing the service to be made if the party prevails in the action.

      3.  Except as otherwise provided in this section, the fees set forth in NRS 78.785 apply to this chapter.

      Sec. 22. NRS 87.440 is hereby amended to read as follows:

      87.440  1.  To become a registered limited-liability partnership, a partnership shall file with the Secretary of State a certificate of registration stating each of the following:

      (a) The name of the partnership.

      (b) The street address of its principal office.

      (c) The name of the person designated as the partnership’s resident agent, the street address of the resident agent where process may be served upon the partnership and the mailing address of the resident agent if it is different than his street address.

      (d) The name and business address of each managing partner in this State.

      (e) A brief statement of the professional service rendered by the partnership.

      (f) That the partnership thereafter will be a registered limited-liability partnership.

      (g) Any other information that the partnership wishes to include.

      2.  The certificate of registration must be signed by a majority in interest of the partners or by one or more partners authorized to sign such a certificate.

      3.  The certificate of registration must be accompanied by a fee of [$175.] $75.

      4.  The Secretary of State shall register as a registered limited-liability partnership any partnership that submits a completed certificate of registration with the required fee.

      5.  The registration of a registered limited-liability partnership is effective at the time of the filing of the certificate of registration.

      Sec. 23. NRS 87.510 is hereby amended to read as follows:

      87.510  1.  A registered limited-liability partnership shall, on or before the last day of the first month after the filing of its certificate of registration with the Secretary of State, and annually thereafter on or before the last day of the month in which the anniversary date of the filing of its certificate of registration with the Secretary of State occurs, file with the Secretary of State, on a form furnished by him, a list that contains:

      (a) The name of the registered limited-liability partnership;

      (b) The file number of the registered limited-liability partnership, if known;

      (c) The names of all of its managing partners;

      (d) The address, either residence or business, of each managing partner;

      (e) The name and street address of [the] its lawfully designated resident agent [of the registered limited-liability partnership;] in this State; and

 


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ê2005 Statutes of Nevada, Page 2263 (Chapter 468, SB 453)ê

 

      (f) The signature of a managing partner of the registered limited-liability partnership certifying that the list is true, complete and accurate.

Ê Each list filed pursuant to this subsection must be accompanied by a declaration under penalty of perjury that the registered limited-liability partnership has complied with the provisions of NRS 360.780 and which acknowledges that pursuant to NRS 239.330 it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State.

      2.  Upon filing:

      (a) The initial list required by subsection 1, the registered limited-liability partnership shall pay to the Secretary of State a fee of $125.

      (b) Each annual list required by subsection 1, the registered limited-liability partnership shall pay to the Secretary of State a fee of $125.

      3.  If a managing partner of a registered limited-liability partnership resigns and the resignation is not [made in conjunction with the filing of an] reflected on the annual or amended list of managing partners, the registered limited-liability partnership or the resigning managing partner shall pay to the Secretary of State a fee of $75 to file the resignation . [of the managing partner.]

      4.  The Secretary of State shall, at least 90 days before the last day for filing each annual list required by subsection 1, cause to be mailed to the registered limited-liability partnership a notice of the fee due pursuant to subsection 2 and a reminder to file the annual list required by subsection 1. The failure of any registered limited-liability partnership to receive a notice or form does not excuse it from complying with the provisions of this section.

      5.  If the list to be filed pursuant to the provisions of subsection 1 is defective, or the fee required by subsection 2 is not paid, the Secretary of State may return the list for correction or payment.

      6.  An annual list that is filed by a registered limited-liability partnership which is not in default more than 90 days before it is due shall be deemed an amended list for the previous year and does not satisfy the requirements of subsection 1 for the year to which the due date is applicable.

      Sec. 24. NRS 87.541 is hereby amended to read as follows:

      87.541  1.  Each foreign registered limited-liability partnership doing business in this State shall, on or before the last day of the first month after the filing of its application for registration as a foreign registered limited-liability partnership with the Secretary of State, and annually thereafter on or before the last day of the month in which the anniversary date of its qualification to do business in this State occurs in each year, file with the Secretary of State a list, on a form furnished by him, that contains:

      (a) The name of the foreign registered limited-liability partnership;

      (b) The file number of the foreign registered limited-liability partnership, if known;

      (c) The names of all its managing partners;

      (d) The address, either residence or business, of each managing partner;

      (e) The name and street address of [the] its lawfully designated resident agent [of the foreign registered limited-liability partnership;] in this State; and

      (f) The signature of a managing partner of the foreign registered limited-liability partnership certifying that the list is true, complete and accurate.

 


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ê2005 Statutes of Nevada, Page 2264 (Chapter 468, SB 453)ê

 

      2.  Each list filed pursuant to this section must be accompanied by a declaration under penalty of perjury that the foreign registered limited-liability partnership:

      (a) Has complied with the provisions of NRS 360.780; and

      (b) Acknowledges that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State.

      3.  Upon filing:

      (a) The initial list required by this section, the foreign registered limited-liability partnership shall pay to the Secretary of State a fee of $125.

      (b) Each annual list required by this section, the foreign registered limited-liability partnership shall pay to the Secretary of State a fee of $125.

      4.  If a managing partner of a foreign registered limited-liability partnership resigns and the resignation is not [made in conjunction with the filing of an] reflected on the annual or amended list of managing partners, the foreign registered limited-liability partnership or the managing partner shall pay to the Secretary of State a fee of $75 to file the resignation . [of the managing partner.]

      5.  The Secretary of State shall, [60] 90 days before the last day for filing each annual list required by subsection 1, cause to be mailed to each foreign registered limited-liability partnership which is required to comply with the provisions of NRS 87.541 to 87.544, inclusive, and which has not become delinquent, the blank forms to be completed and filed with him. Failure of any foreign registered limited-liability partnership to receive the forms does not excuse it from the penalty imposed by the provisions of NRS 87.541 to 87.544, inclusive.

      6.  If the list to be filed pursuant to the provisions of subsection 1 is defective or the fee required by subsection 3 is not paid, the Secretary of State may return the list for correction or payment.

      7.  An annual list for a foreign registered limited-liability partnership not in default which is received by the Secretary of State more than 90 days before its due date must be deemed an amended list for the previous year and does not satisfy the requirements of subsection 1 for the year to which the due date is applicable.

      Sec. 25. NRS 87.550 is hereby amended to read as follows:

      87.550  In addition to any other fees required by NRS 87.440 to 87.540, inclusive, and 87.560, the Secretary of State shall charge and collect the following fees for services rendered pursuant to those sections:

      1.  For certifying records required by NRS 87.440 to 87.540, inclusive, and 87.560, $30 per certification.

      2.  For signing a certificate verifying the existence of a registered limited-liability partnership, if the registered limited-liability partnership has not filed a certificate of amendment, $50.

      3.  For signing a certificate verifying the existence of a registered limited-liability partnership, if the registered limited-liability partnership has filed a certificate of amendment, $50.

      4.  For signing, certifying or filing any certificate or record not required by NRS 87.440 to 87.540, inclusive, and 87.560, $50.

      5.  For any copies [made] provided by the Office of the Secretary of State, $2 per page.

      6.  For examining and provisionally approving any record before the record is presented for filing, $125.

 


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ê2005 Statutes of Nevada, Page 2265 (Chapter 468, SB 453)ê

 

      Sec. 26. NRS 88.355 is hereby amended to read as follows:

      88.355  1.  A certificate of limited partnership is amended by filing a certificate of amendment thereto in the Office of the Secretary of State. The certificate must set forth:

      (a) The name of the limited partnership; and

      (b) The amendment.

      2.  Within 30 days after the happening of any of the following events an amendment to a certificate of limited partnership reflecting the occurrence of the event or events must be filed:

      (a) The admission of a new general partner;

      (b) The withdrawal of a general partner; or

      (c) The continuation of the business under NRS 88.550 after an event of withdrawal of a general partner.

      3.  A general partner who becomes aware that any statement in a certificate of limited partnership was false when made or that any arrangements or other facts described, except the address of its office or the name or address of its resident agent, have changed, making the certificate inaccurate in any respect, shall promptly amend the certificate.

      4.  A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine.

      5.  No person has any liability because an amendment to a certificate of limited partnership has not been filed to reflect the occurrence of any event referred to in subsection 2 if the amendment is filed within the 30-day period specified in subsection 2.

      6.  A restated certificate of limited partnership may be signed and filed in the same manner as a certificate of amendment. If the certificate alters or amends the certificate of limited partnership in any manner, it must be accompanied by [:

      (a) A resolution; or

      (b) A] a form prescribed by the Secretary of State [,

Ê] setting forth which provisions of the certificate of limited partnership on file with the Secretary of State are being altered or amended.

      Sec. 27. NRS 88.375 is hereby amended to read as follows:

      88.375  1.  Each certificate required by NRS 88.350 to 88.390, inclusive, to be filed in the Office of the Secretary of State must be signed in the following manner:

      (a) An original certificate of limited partnership must be signed by all [general partners;] organizers;

      (b) A certificate of amendment must be signed by at least one general partner and by each other general partner designated in the certificate as a new general partner; and

      (c) A certificate of cancellation must be signed by all general partners.

      2.  Any person may sign a certificate by an attorney-in-fact, but a power of attorney to sign a certificate relating to the admission of a general partner must specifically describe the admission.

      3.  The signing of a certificate by a general partner constitutes an affirmation under the penalties of perjury that the facts stated therein are true.

      Sec. 28. NRS 88.395 is hereby amended to read as follows:

      88.395  1.  A limited partnership shall, on or before the last day of the first month after the filing of its certificate of limited partnership with the Secretary of State, and annually thereafter on or before the last day of the month in which the anniversary date of the filing of its certificate of limited partnership occurs, file with the Secretary of State, on a form furnished by him, a list that contains:

 


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ê2005 Statutes of Nevada, Page 2266 (Chapter 468, SB 453)ê

 

partnership occurs, file with the Secretary of State, on a form furnished by him, a list that contains:

      (a) The name of the limited partnership;

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

      (c) The names of all of its general partners;

      (d) The address, either residence or business, of each general partner;

      (e) The name and street address of [the] its lawfully designated resident agent [of the limited partnership;] in this State; and

      (f) The signature of a general partner of the limited partnership certifying that the list is true, complete and accurate.

Ê Each list filed pursuant to this subsection must be accompanied by a declaration under penalty of perjury that the limited partnership has complied with the provisions of NRS 360.780 and which acknowledges that pursuant to NRS 239.330 it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State.

      2.  Except as otherwise provided in subsection 3, a limited partnership shall, upon filing:

      (a) The initial list required by subsection 1, pay to the Secretary of State a fee of $125.

      (b) Each annual list required by subsection 1, pay to the Secretary of State a fee of $125.

      3.  A registered limited-liability limited partnership shall, upon filing:

      (a) The initial list required by subsection 1, pay to the Secretary of State a fee of $125.

      (b) Each annual list required by subsection 1, pay to the Secretary of State a fee of $175.

      4.  If a general partner of a limited partnership resigns and the resignation is not [made in conjunction with the filing of an] reflected on the annual or amended list of general partners, the limited partnership or the resigning general partner shall pay to the Secretary of State a fee of $75 to file the resignation . [of the general partner.]

      5.  The Secretary of State shall, [60] 90 days before the last day for filing each annual list required by subsection 1, cause to be mailed to each limited partnership which is required to comply with the provisions of this section, and which has not become delinquent, a notice of the fee due pursuant to the provisions of subsection 2 or 3, as appropriate, and a reminder to file the annual list. Failure of any limited partnership to receive a notice or form does not excuse it from the penalty imposed by NRS 88.400.

      6.  If the list to be filed pursuant to the provisions of subsection 1 is defective or the fee required by subsection 2 or 3 is not paid, the Secretary of State may return the list for correction or payment.

      7.  An annual list for a limited partnership not in default that is received by the Secretary of State more than 90 days before its due date shall be deemed an amended list for the previous year and does not satisfy the requirements of subsection 1 for the year to which the due date is applicable.

      8.  A filing made pursuant to this section does not satisfy the provisions of NRS 88.355 and may not be substituted for filings submitted pursuant to NRS 88.355.

      Sec. 29. NRS 88.415 is hereby amended to read as follows:

      88.415  The Secretary of State, for services relating to his official duties and the records of his office, shall charge and collect the following fees:

 


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ê2005 Statutes of Nevada, Page 2267 (Chapter 468, SB 453)ê

 

      1.  For filing a certificate of limited partnership, or for registering a foreign limited partnership, $75.

      2.  For filing a certificate of registration of limited-liability limited partnership, or for registering a foreign registered limited-liability limited partnership, $100.

      3.  For filing a certificate of amendment of limited partnership or restated certificate of limited partnership, $175.

      4.  For filing a certificate of a change of location of the records office of a limited partnership or the office of its resident agent, or a designation of a new resident agent, $60.

      5.  For certifying a copy of a certificate of limited partnership, an amendment to the certificate, or a certificate as amended , [where a copy is provided,] $30 per certification.

      6.  For certifying an authorized printed copy of the limited partnership law, $30.

      7.  For reserving a limited partnership name, or for signing, filing or certifying any other record, $25.

      8.  For copies [made at] provided by the Office of the Secretary of State, $2 per page.

      9.  For filing a certificate of cancellation of a limited partnership, $75.

Ê Except as otherwise provided in this section, the fees set forth in NRS 78.785 apply to this chapter.

      Sec. 30. NRS 88.591 is hereby amended to read as follows:

      88.591  1.  Each foreign limited partnership doing business in this State shall, on or before the last day of the first month after the filing of its application for registration as a foreign limited partnership with the Secretary of State, and annually thereafter on or before the last day of the month in which the anniversary date of its qualification to do business in this State occurs in each year, file with the Secretary of State a list, on a form furnished by him, that contains:

      (a) The name of the foreign limited partnership;

      (b) The file number of the foreign limited partnership, if known;

      (c) The names of all its general partners;

      (d) The address, either residence or business, of each general partner;

      (e) The name and street address of its lawfully designated resident agent in this State; and

      (f) The signature of a general partner of the foreign limited partnership certifying that the list is true, complete and accurate.

      2.  Each list filed pursuant to this section must be accompanied by a declaration under penalty of perjury that the foreign limited partnership:

      (a) Has complied with the provisions of NRS 360.780; and

      (b) Acknowledges that pursuant to NRS 239.330 it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State.

      3.  Upon filing:

      (a) The initial list required by this section, the foreign limited partnership shall pay to the Secretary of State a fee of $125.

      (b) Each annual list required by this section, the foreign limited partnership shall pay to the Secretary of State a fee of $125.

      4.  If a general partner of a foreign limited partnership resigns and the resignation is not [made in conjunction with the filing of an] reflected on the annual or amended list of general partners, the foreign limited partnership or the resigning general partner shall pay to the Secretary of State a fee of $75 to file the resignation of the general partner.

 


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the resigning general partner shall pay to the Secretary of State a fee of $75 to file the resignation of the general partner.

      5.  The Secretary of State shall, [60] 90 days before the last day for filing each annual list required by subsection 1, cause to be mailed to each foreign limited partnership, which is required to comply with the provisions of NRS 88.591 to 88.5945, inclusive, and which has not become delinquent, the blank forms to be completed and filed with him. Failure of any foreign limited partnership to receive the forms does not excuse it from the penalty imposed by the provisions of NRS 88.591 to 88.5945, inclusive.

      6.  If the list to be filed pursuant to the provisions of subsection 1 is defective or the fee required by subsection 3 is not paid, the Secretary of State may return the list for correction or payment.

      7.  An annual list for a foreign limited partnership not in default which is received by the Secretary of State more than 90 days before its due date must be deemed an amended list for the previous year and does not satisfy the requirements of subsection 1 for the year to which the due date is applicable.

      Sec. 31. NRS 88A.210 is hereby amended to read as follows:

      88A.210  1.  One or more persons may create a business trust by adopting a governing instrument and signing and filing with the Secretary of State a certificate of trust and a certificate of acceptance of appointment signed by the resident agent of the business trust. The certificate of trust must set forth:

      (a) The name of the business trust;

      (b) The name and [the mailing or street] address, either residence or business, of at least one trustee;

      (c) The name of the person designated as the resident agent for the business trust, the street address of the resident agent where process may be served upon the business trust and the mailing address of the resident agent if different from the street address;

      (d) The name and [mailing or street] address, either residence or business, of each person signing the certificate of trust; and

      (e) Any other information the trustees determine to include.

      2.  Upon the filing of the certificate of trust and the certificate of acceptance with the Secretary of State and the payment to him of the required filing fee, the Secretary of State shall issue to the business trust a certificate that the required records with the required content have been filed. From the date of that filing, the business trust is legally formed pursuant to this chapter.

      Sec. 32. NRS 88A.600 is hereby amended to read as follows:

      88A.600  1.  A business trust formed pursuant to this chapter shall, on or before the last day of the first month after the filing of its certificate of trust with the Secretary of State, and annually thereafter on or before the last day of the month in which the anniversary date of the filing of its certificate of trust with the Secretary of State occurs, file with the Secretary of State, on a form furnished by him, a list signed by at least one trustee that contains the name and [mailing] street address of its lawfully designated resident agent in this State and at least one trustee. Each list filed pursuant to this subsection must be accompanied by a declaration under penalty of perjury that the business trust:

      (a) Has complied with the provisions of NRS 360.780; and

 


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      (b) Acknowledges that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State.

      2.  Upon filing:

      (a) The initial list required by subsection 1, the business trust shall pay to the Secretary of State a fee of $125.

      (b) Each annual list required by subsection 1, the business trust shall pay to the Secretary of State a fee of $125.

      3.  If a trustee of a business trust resigns and the resignation is not [made in conjunction with the filing of an] reflected on the annual or amended list of trustees, the business trust or the resigning trustee shall pay to the Secretary of State a fee of $75 to file the resignation . [of the trustee.]

      4.  The Secretary of State shall, [60] 90 days before the last day for filing each annual list required by subsection 1, cause to be mailed to each business trust which is required to comply with the provisions of NRS 88A.600 to 88A.660, inclusive, and which has not become delinquent, the blank forms to be completed and filed with him. Failure of a business trust to receive the forms does not excuse it from the penalty imposed by law.

      5.  An annual list for a business trust not in default which is received by the Secretary of State more than 90 days before its due date shall be deemed an amended list for the previous year.

      Sec. 33. NRS 88A.732 is hereby amended to read as follows:

      88A.732  1.  Each foreign business trust doing business in this State shall, on or before the last day of the first month after the filing of its application for registration as a foreign business trust with the Secretary of State, and annually thereafter on or before the last day of the month in which the anniversary date of its qualification to do business in this State occurs in each year, file with the Secretary of State a list, on a form furnished by him, that contains:

      (a) The name of the foreign business trust;

      (b) The file number of the foreign business trust, if known;

      (c) The name of at least one of its trustees;

      (d) The address, either residence or business, of the trustee listed pursuant to paragraph (c);

      (e) The name and street address of its lawfully designated resident agent in this State; and

      (f) The signature of a trustee of the foreign business trust certifying that the list is true, complete and accurate.

      2.  Each list required to be filed pursuant to this section must be accompanied by a declaration under penalty of perjury that the foreign business trust:

      (a) Has complied with the provisions of NRS 360.780; and

      (b) Acknowledges that pursuant to NRS 239.330 it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State.

      3.  Upon filing:

      (a) The initial list required by this section, the foreign business trust shall pay to the Secretary of State a fee of $125.

      (b) Each annual list required by this section, the foreign business trust shall pay to the Secretary of State a fee of $125.

      4.  If a trustee of a foreign business trust resigns and the resignation is not [made in conjunction with the filing of an] reflected on the annual or amended list of trustees, the foreign business trust or the resigning trustee shall pay to the Secretary of State a fee of $75 to file the resignation .

 


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amended list of trustees, the foreign business trust or the resigning trustee shall pay to the Secretary of State a fee of $75 to file the resignation . [of the trustee.]

      5.  The Secretary of State shall, [60] 90 days before the last day for filing each annual list required by subsection 1, cause to be mailed to each foreign business trust which is required to comply with the provisions of NRS 88A.732 to 88A.738, inclusive, and which has not become delinquent, the blank forms to be completed and filed with him. Failure of any foreign business trust to receive the forms does not excuse it from the penalty imposed by the provisions of NRS 88A.732 to 88A.738, inclusive.

      6.  If the list to be filed pursuant to the provisions of subsection 1 is defective or the fee required by subsection 3 is not paid, the Secretary of State may return the list for correction or payment.

      7.  An annual list for a foreign business trust not in default which is received by the Secretary of State more than 90 days before its due date must be deemed an amended list for the previous year and does not satisfy the requirements of subsection 1 for the year to which the due date is applicable.

      Sec. 34. NRS 89.250 is hereby amended to read as follows:

      89.250  1.  Except as otherwise provided in subsection 2, a professional association shall, on or before the last day of the first month after the filing of its articles of association with the Secretary of State, and annually thereafter on or before the last day of the month in which the anniversary date of its organization occurs in each year, [furnish a statement to] file with the Secretary of State a list showing the names and addresses, either residence or business, of all members and employees in the professional association and certifying that all members and employees are licensed to render professional service in this State.

      2.  A professional association organized and practicing pursuant to the provisions of this chapter and NRS 623.349 shall, on or before the last day of the first month after the filing of its articles of association with the Secretary of State, and annually thereafter on or before the last day of the month in which the anniversary date of its organization occurs in each year, [furnish a statement to] file with the Secretary of State [:] a list:

      (a) Showing the names and addresses, either residence or business, of all members and employees of the professional association who are licensed or otherwise authorized by law to render professional service in this State;

      (b) Certifying that all members and employees who render professional service are licensed or otherwise authorized by law to render professional service in this State; and

      (c) Certifying that all members who are not licensed to render professional service in this State do not render professional service on behalf of the professional association except as authorized by law.

      3.  Each [statement] list filed pursuant to this section must be:

      (a) Made on a form [prescribed] furnished by the Secretary of State and must not contain any fiscal or other information except that expressly called for by this section.

      (b) Signed by the chief executive officer of the professional association.

      (c) Accompanied by a declaration under penalty of perjury that the professional association:

             (1) Has complied with the provisions of NRS 360.780; and

 


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             (2) Acknowledges that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State.

      4.  Upon filing:

      (a) The initial [statement] list required by this section, the professional association shall pay to the Secretary of State a fee of $125.

      (b) Each annual [statement] list required by this section, the professional association shall pay to the Secretary of State a fee of $125.

      Sec. 35. NRS 89.256 is hereby amended to read as follows:

      89.256  1.  Except as otherwise provided in subsections 3 and 4, the Secretary of State shall reinstate any professional association which has forfeited its right to transact business under the provisions of this chapter and restore the right to carry on business in this State and exercise its privileges and immunities if it:

      (a) Files with the Secretary of State:

             (1) The [statement] list and certification required by NRS 89.250; and

             (2) A certificate of acceptance of appointment signed by its resident agent; and

      (b) Pays to the Secretary of State:

             (1) The filing fee and penalty set forth in NRS 89.250 and 89.252 for each year or portion thereof during which the articles of association have been revoked; and

             (2) A fee of $300 for reinstatement.

      2.  When the Secretary of State reinstates the professional association, he shall issue to the professional association a certificate of reinstatement if the professional association:

      (a) Requests a certificate of reinstatement; and

      (b) Pays the required fees pursuant to subsection 8 of NRS 78.785.

      3.  The Secretary of State shall not order a reinstatement unless all delinquent fees and penalties have been paid, and the revocation of the articles of association occurred only by reason of the failure to pay the fees and penalties.

      4.  If the articles of association of a professional association have been revoked pursuant to the provisions of this chapter and have remained revoked for 10 consecutive years, the articles must not be reinstated.

      Sec. 36. Chapter 225 of NRS is hereby amended by adding thereto a new section to read as follows:

      1.  A person shall not willfully file, promote the filing of, or cause to be filed, or attempt or conspire to file, promote the filing of, or cause to be filed, any record in the Office of the Secretary of State if the person has actual knowledge that the record:

      (a) Is forged or fraudulently altered;

      (b) Contains a false statement of material fact; or

      (c) Is being filed in bad faith or for the purpose of harassing or defrauding any person.

      2.  Any person who violates this section is liable in a civil action brought pursuant to this section for:

      (a) Actual damages caused by each separate violation of this section, or $10,000 for each separate violation of this section, whichever is greater;

      (b) All costs of bringing and maintaining the action, including investigative expenses and fees for expert witnesses;

 


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      (c) Reasonable attorney’s fees; and

      (d) Any punitive damages that the facts may warrant.

      3.  A civil action may be brought pursuant to this section by:

      (a) Any person who is damaged by a violation of this section, including, without limitation, any person who is damaged as the result of an action taken in reliance on a record filed in violation of this section; or

      (b) The Attorney General, in the name of the State of Nevada, if the matter is referred to the Attorney General by the Secretary of State and if the Attorney General, after due inquiry, determines that a civil action should be brought pursuant to this section. Any money recovered by the Attorney General pursuant to this paragraph, after deducting all costs and expenses incurred by the Attorney General and the Secretary of State to investigate and act upon the violation, must be deposited in the State General Fund.

      4.  For the purposes of this section, each filing of a single record that constitutes a violation of this section shall be deemed to be a separate violation.

      5.  The rights, remedies and penalties provided pursuant to this section are cumulative and do not abrogate and are in addition to any other rights, remedies and penalties that may exist at law or in equity, including, without limitation, any criminal penalty that may be imposed pursuant to NRS 239.330.

      6.  As used in this section, “record” means information that is:

      (a) Inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form; and

      (b) Filed or offered for filing by a person pursuant to any provision of title 7 of NRS or Article 9 of the Uniform Commercial Code.

      Sec. 37. NRS 225.140 is hereby amended to read as follows:

      225.140  1.  Except as otherwise provided in subsection 2, in addition to other fees authorized by law, the Secretary of State shall charge and collect the following fees:

 

For certifying to a copy of any law, joint resolution, transcript of record or other paper on file or of record with the Secretary of State, including, but not limited to, a document required to be filed pursuant to title 24 of NRS, and use of the State Seal, for each impression      $20

For each passport or other document signed by the Governor and attested by the Secretary of State    10

 

      2.  The Secretary of State:

      (a) Shall charge a reasonable fee for searching records and documents kept in his office, including, but not limited to, records and documents that are stored on a computer database.

      (b) May charge or collect any filing or other fees for services rendered by him to the State of Nevada, any local governmental agency or agency of the Federal Government, or any officer thereof in his official capacity or respecting his office or official duties.

      (c) May not charge or collect a filing or other fee for:

             (1) Attesting extradition papers or executive warrants for other states.

             (2) Any commission or appointment issued or made by the Governor, either for the use of the State Seal or otherwise.

 


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      (d) May charge a reasonable fee, not to exceed:

             (1) One thousand dollars, for providing service within 1 hour after the time service is requested;

             (2) Five hundred dollars, for providing service more than 1 hour but within 2 hours after the time the service is requested; and

             [(2)] (3) One hundred twenty-five dollars, for providing any other special service, including, but not limited to, providing service more than 2 hours but within 24 hours after the time the service is requested, accepting documents filed by facsimile machine and other use of new technology.

      (e) Shall charge a person, for each check or other negotiable instrument returned to the Office of the Secretary of State because the person had insufficient money or credit with the drawee to pay the check or other instrument or because the person stopped payment on the check or other instrument:

             (1) A fee of $25; and

             (2) If the check or other instrument that was returned had been presented for the payment of a filing fee for more than one entity, an additional fee in an amount equal to the actual cost incurred by the Office of the Secretary of State to perform the following actions as a result of the returned check or instrument:

                   (I) Reversing the status of the entities in the records of the Office of the Secretary of State; and

                   (II) Recouping any fees charged for services rendered by the Office of the Secretary of State to the entities, including, without limitation, fees charged for providing service pursuant to paragraph (d), providing copies or issuing certificates.

Ê The Secretary of State shall, by regulation, establish procedures for the imposition of the fees authorized by this paragraph and the manner in which a fee authorized by subparagraph (2) will be calculated.

      (f) May charge a reasonable fee for searching for and cancelling or removing, if requested, any filing that has been submitted to him but not yet processed.

      3.  From each fee collected pursuant to paragraph (d) of subsection 2:

      (a) [The entire amount or $62.50, whichever is less, of the fee collected pursuant to subparagraph (1) of that paragraph and one-half] One-half of the fee collected [pursuant to subparagraph (2) of that paragraph] must be deposited with the State Treasurer for credit to the Account for Special Services of the Secretary of State in the State General Fund. Any amount remaining in the Account at the end of a fiscal year in excess of $2,000,000 must be transferred to the State General Fund. Money in the Account may be transferred to the Secretary of State’s Operating General Fund Budget Account and must only be used to create and maintain the capability of the Office of the Secretary of State to provide special services, including, but not limited to, providing service:

             (1) On the day it is requested or within 24 hours; or

             (2) Necessary to increase or maintain the efficiency of the Office.

Ê Any transfer of money from the Account for expenditure by the Secretary of State must be approved by the Interim Finance Committee.

      (b) After deducting the amount required pursuant to paragraph (a), the remainder must be deposited with the State Treasurer for credit to the State General Fund.

 


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      4.  The Secretary of State shall post a schedule of the fees authorized to be charged pursuant to this section in a conspicuous place at each office at which such fees are collected.

      Sec. 38. Chapter 240 of NRS is hereby amended by adding thereto the provisions set forth as sections 39 and 40 of this act.

      Sec. 39.1.  A notary public who is appointed pursuant to this chapter shall not willfully notarize the signature of a person unless the person is in the presence of the notary public and:

      (a) Is known to the notary public; or

      (b) If unknown to the notary public, provides documentary evidence of identification to the notary public.

      2.  A person who:

      (a) Violates the provisions of subsection 1; or

      (b) Aids and abets a notary public to commit a violation of subsection 1,

Ê is guilty of a gross misdemeanor.

      Sec. 40.1.  Except as otherwise provided in subsection 2, the Secretary of State shall, upon request and payment of a fee of $20, issue an authentication to verify that the signature of the notarial officer on a document is genuine and that the notarial officer holds the office indicated on the document. If the document:

      (a) Is intended for use in a foreign country that is a participant in the Hague Convention of October 5, 1961, the Secretary of State must issue an apostille in the form prescribed by the Hague Convention of October 5, 1961.

      (b) Is intended for use in the United States or in a foreign country that is not a participant in the Hague Convention of October 5, 1961, the Secretary of State must issue a certification.

      2.  The Secretary of State shall not issue an authentication pursuant to subsection 1 if:

      (a) The document has not been notarized in accordance with the provisions of this chapter; or

      (b) The Secretary of State has reasonable cause to believe that the document may be used to accomplish any fraudulent, criminal or unlawful purpose.

      Sec. 41.NRS 240.001 is hereby amended to read as follows:

      240.001  As used in NRS 240.001 to 240.169, inclusive, and sections 39 and 40 of this act, unless the context otherwise requires, the words and terms defined in NRS 240.002 to 240.005, inclusive, have the meanings ascribed to them in those sections.

      Sec. 42.NRS 240.007 is hereby amended to read as follows:

      240.007  1.  Except as otherwise provided in subsection 2, information and documents filed with or obtained by the Secretary of State pursuant to NRS 240.001 to 240.169, inclusive, and sections 39 and 40 of this act are public information and are available for public examination.

      2.  Except as otherwise provided in subsections 3 and 4, information and documents obtained by or filed with the Secretary of State in connection with an investigation concerning a possible violation of the provisions of NRS 240.001 to 240.169, inclusive, and sections 39 and 40 of this act are not public information and are confidential.

      3.  The Secretary of State may submit any information or evidence obtained in connection with an investigation concerning a possible violation of the provisions of NRS 240.001 to 240.169, inclusive, and sections 39 and 40 of this act to the appropriate district attorney for the purpose of prosecuting a criminal action.

 


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of the provisions of NRS 240.001 to 240.169, inclusive, and sections 39 and 40 of this act to the appropriate district attorney for the purpose of prosecuting a criminal action.

      4.  The Secretary of State may disclose any information or documents obtained in connection with an investigation concerning a possible violation of the provisions of NRS 240.001 to 240.169, inclusive, and sections 39 and 40 of this act to an agency of this State or a political subdivision of this State.

      Sec. 43.NRS 240.010 is hereby amended to read as follows:

      240.010  1.  The Secretary of State may appoint notaries public in this State.

      2.  The Secretary of State shall not appoint as a notary public a person:

      (a) Who submits an application containing a substantial and material misstatement or omission of fact.

      (b) Whose previous appointment as a notary public in this State has been revoked.

      (c) Who has been convicted of a crime involving moral turpitude, if the Secretary of State is aware of such a conviction before he makes the appointment.

      (d) Against whom a complaint that alleges a violation of a provision of this chapter is pending.

      3.  A notary public may cancel his appointment by submitting a written notice to the Secretary of State.

      4.  It is unlawful for a person to:

      (a) Represent himself as a notary public appointed pursuant to this section if he has not received a certificate of appointment from the Secretary of State pursuant to this chapter.

      (b) Submit an application for appointment as a notary public that contains a substantial and material misstatement or omission of fact.

      5.  The Secretary of State may request that the Attorney General bring an action to enjoin any violation of paragraph (a) of subsection 4.

      Sec. 44.NRS 240.033 is hereby amended to read as follows:

      240.033  1.  The bond required to be filed pursuant to NRS 240.030 must be executed by the person applying to become a notary public as principal and by a surety company qualified and authorized to do business in this State. The bond must be made payable to the State of Nevada and be conditioned to provide indemnification to a person determined to have suffered damage as a result of an act by the notary public which violates a provision of NRS 240.001 to 240.169, inclusive [.] , and sections 39 and 40 of this act. The surety company shall pay a final, nonappealable judgment of a court of this State that has jurisdiction, upon receipt of written notice of final judgment. The bond may be continuous but, regardless of the duration of the bond, the aggregate liability of the surety does not exceed the penal sum of the bond.

      2.  If the penal sum of the bond is exhausted, the surety company shall notify the Secretary of State in writing within 30 days after its exhaustion.

      3.  The surety bond must cover the period of the appointment of the notary public, except when a surety is released.

      4.  A surety on a bond filed pursuant to NRS 240.030 may be released after the surety gives 30 days’ written notice to the Secretary of State and notary public, but the release does not discharge or otherwise affect a claim filed by a person for damage resulting from an act of the notary public which is alleged to have occurred while the bond was in effect.

 


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filed by a person for damage resulting from an act of the notary public which is alleged to have occurred while the bond was in effect.

      5.  The appointment of a notary public is suspended by operation of law when the notary public is no longer covered by a surety bond as required by this section and NRS 240.030 or the penal sum of the bond is exhausted. If the Secretary of State receives notice pursuant to subsection 4 that the bond will be released or pursuant to subsection 2 that the penal sum of the bond is exhausted, the Secretary of State shall immediately notify the notary public in writing that his appointment will be suspended by operation of law until another surety bond is filed in the same manner and amount as the bond being terminated.

      6.  The Secretary of State may reinstate the appointment of a notary public whose appointment has been suspended pursuant to subsection 5, if the notary public, before his current term of appointment expires:

      (a) Submits to the Secretary of State:

             (1) An application for an amended certificate of appointment as a notary public; and

             (2) A certificate issued by the clerk of the county in which the applicant resides or, if the applicant is a resident of an adjoining state, the county in this State in which the applicant maintains a place of business or is employed, which indicates that the applicant filed a new surety bond with the clerk.

      (b) Pays to the Secretary of State a fee of $10.

      Sec. 45.NRS 240.161 is hereby amended to read as follows:

      240.161  1.  NRS 240.161 to 240.169, inclusive, and section 40 of this act may be cited as the Uniform Law on Notarial Acts.

      2.  These sections must be applied and construed to effectuate their general purpose to make uniform the law with respect to the subject of these sections among states enacting them.

      Sec. 46.NRS 240.165 is hereby amended to read as follows:

      240.165  1.  A notarial act has the same effect under the law of this State as if performed by a notarial officer of this State if performed within the jurisdiction of and under authority of a foreign nation or its constituent units or a multinational or international organization by the following persons:

      (a) A notary public;

      (b) A judge, clerk or deputy clerk of a court of record; or

      (c) A person authorized by the law of that jurisdiction to perform notarial acts.

      2.  [An “apostille” in the form prescribed by the Hague Convention of October 5, 1961, conclusively establishes that the signature of the notarial officer is genuine and that the officer holds the indicated office. The Secretary of State shall, upon request and payment of a fee of $20, issue an apostille to verify a signature of a notarial officer on a document that is kept in the records of the Secretary of State unless the document had not been notarized in accordance with the provisions of this chapter.

      3.]  A certificate by an officer of the foreign service or consular officer of the United States stationed in the nation under the jurisdiction of which the notarial act was performed, or a certificate by an officer of the foreign service or consular officer of that nation stationed in the United States, conclusively establishes a matter relating to the authenticity or validity of the notarial act set forth in the certificate.

 

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