SB436_EN

Senate Bill No. 436–Committee on Judiciary

CHAPTER..........

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

THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN

SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:

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

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

Sec. 2. 1. Except as otherwise provided by federal or state

law, any records maintained by a corporation in its regular course

of business, including, without limitation, its stock ledger, books of

account and minute books, may be kept on, by means of or be in

the form of, any information processing system or other

information storage device or medium.

2. A corporation shall convert within a reasonable time any

records kept in the manner described in subsection 1 into clear

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

inspect the records maintained by the corporation pursuant to any

provision of this chapter.

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

in the manner described in subsection 1 is admissible in evidence

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

original paper record with the same information provided that the

paper form portrays the record accurately.

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

corporation is required to be created, generated, sent,

communicated, received, stored or otherwise processed or used by

electronic means or in electronic form.

2. The corporation may refuse to accept or conduct any

transaction or create, generate, send, communicate, receive, store

or otherwise process, use or accept any record or signature by

electronic means or in electronic form.

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

78.010 1. As used in this chapter:

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

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

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

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

incorporation” are synonymous terms and unless the context

otherwise requires, include all certificates filed pursuant to NRS

78.030, 78.180, 78.185, 78.1955, 78.209, 78.380, 78.385 , [and]

78.390 , 78.725 and 78.730 and any articles of merger, conversion,

exchange or domestication filed pursuant to NRS 92A.200 to

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

requires, these terms include restated articles and certificates of

incorporation.

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

court as provided in this chapter or in chapter 32 of NRS.

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

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

retrievable in perceivable form.

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

address of the resident agent.

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

corporation upon whom process or a notice or demand authorized

by law to be served upon the corporation may be served.

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

(h)] record.

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

or otherwise adopted , or a record encrypted or similarly processed

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

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

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

signature as defined in NRS 719.100.

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

appears on the stock ledger of the corporation.

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

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

for service of process.

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

restricted by the use of special terms, or by any grant of special

powers contained in this chapter.

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

78.027 The Secretary of State may microfilm any [document]

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

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

record to the corporation.

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

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

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

of the Secretary of State pursuant to the provisions of this chapter

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

record into the English language.

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

78.029 Before the issuance of stock an incorporator, and after

the issuance of stock an officer, of a corporation may authorize the

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

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

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

[originally signed filing.] original record.

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

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

record filed in the Office of the Secretary of State with respect to

the corporation if the [document] record contains an inaccurate

[record] description of a corporate action [described in the

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

attested, sealed, verified or acknowledged.

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

(a) Prepare a certificate of correction which:

(1) States the name of the corporation;

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

limitation, its filing date;

(3) Specifies the inaccuracy or defect;

(4) Sets forth the inaccurate or defective portion of the

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

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

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

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

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

the uncorrected [document] record and adversely affected by the

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

filed.

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

78.030 1. One or more persons may establish a corporation

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

any legitimate object or purpose, pursuant and subject to the

requirements of this chapter, by:

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

of State articles of incorporation; and

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

signed by the resident agent of the corporation, in the Office of the

Secretary of State.

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

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

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

Secretary of State shall return them for correction.

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

78.035 The articles of incorporation must set forth:

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

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

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

such as “Incorporated,” “Limited,” “Inc.,” “Ltd.,” “Company,”

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

not being a natural person.

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

resident agent, the street address of the resident agent where process

may be served upon the corporation, and the mailing address of the

resident agent if different from the street address.

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

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

classes, the series and the number of shares of each class or series

which the corporation is authorized to issue, unless the articles

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

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

NRS 78.195 and 78.196.

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

addresses, either residence or business, of the first board of directors

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

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

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

either residence or business , of each of the incorporators

[executing] signing the articles of incorporation.

Sec. 11. (Deleted by amendment.)

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

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

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

available under NRS 78.039, for the use of any proposed

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

for use or reservation by any other artificial person forming,

organizing, registering or qualifying in the Office of the Secretary of

State pursuant to the provisions of this title without the written,

acknowledged consent of the person at whose request the

reservation was made.

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

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

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

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

State.

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

78.060 1. Any corporation organized under the provisions of

this chapter:

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

chapter.

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

upon corporations by any other existing law.

when not inconsistent with the provisions of this chapter, or with the

purposes and objects for which the corporation is organized.

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

existence.

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

entitled:

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

its affairs are wound up according to law.

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

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

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

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

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

state, territory or country.

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

corporation require, and to allow them suitable compensation.

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

or laws of the United States, or of this state, for the management,

regulation and government of its affairs and property, the transfer of

its stock, the transaction of its business, and the calling and holding

of meetings of its stockholders.

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

dissolved, in the manner mentioned in this chapter.

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

any lawful activity.

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

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

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

and alter the same at pleasure.

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

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

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

way affect the legality of the [document.] record.

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

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

in its articles of incorporation, every corporation has the following

powers:

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

transaction of its business, or for the exercise of its corporate rights,

privileges or franchises, or for any other lawful purpose of its

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

exchange, debentures, and other obligations and evidences of

indebtedness, payable at a specified time or times, or payable upon

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

mortgage, pledge or other security, or unsecured, for money

borrowed, or in payment for property purchased[,] or acquired, or

for any other lawful object.

2. To guarantee, purchase, hold, take, obtain, receive, subscribe

for, own, use, dispose of, sell, exchange, lease, lend, assign,

mortgage, pledge, or otherwise acquire, transfer or deal in or with

bonds or obligations of, or shares, securities or interests in or issued

by, any person, government, governmental agency or political

subdivision of government, and to exercise all the rights, powers

and privileges of ownership of such an interest, including the right

to vote, if any.

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

stock, and use therefor its property or money.

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

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

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

several states, territories, possessions and dependencies of the

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

countries.

5. To do everything necessary and proper for the

accomplishment of the objects enumerated in its articles of

incorporation or necessary or incidental to the protection and benefit

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

necessary or incidental to the attainment of the objects of the

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

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

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

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

of debt for circulation of money; and

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

corporations to issue or circulate money or currency within this

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

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

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

scientific or educational purposes.

7. To enter into any relationship with another person in

connection with any lawful activities.

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

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

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

[execute] sign a certificate setting forth:

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

agent;

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

registered office for each of such corporations; and

transferred and at which the resident agent will thereafter maintain

the registered office for each of the corporations recited in the

certificate.

2. Upon the filing of the certificate in the Office of the

Secretary of State , the registered office in this state of each of the

corporations recited in the certificate is located at the new address of

the resident agent thereof as set forth in the certificate.

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

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

with the Secretary of State a signed statement for each corporation

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

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

signed statement is filed with the Secretary of State.

2. The statement of resignation may contain a statement of the

affected corporation appointing a successor resident agent for that

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

new resident agent, stating the full name, complete street address

and, if different from the street address, mailing address of the new

resident agent, must accompany the statement appointing a

successor resident agent.

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

Secretary of State , the capacity of the resigning person as resident

agent terminates. If the statement of resignation contains no

statement by the corporation appointing a successor resident agent,

the resigning resident agent shall immediately give written notice,

by mail, to the corporation of the filing of the statement and its

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

corporation other than the resident agent.

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

the corporation, within 30 days thereafter, shall file with the

Secretary of State a certificate of acceptance [executed] signed by

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

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

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

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

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

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

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

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

and 78.175.

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

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

records at its registered office:

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

incorporation, and all amendments thereto;

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

bylaws and all amendments thereto; and

containing the names, alphabetically arranged, of all persons who

are stockholders of the corporation, showing their places of

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

respectively. In lieu of the stock ledger or duplicate stock ledger,

the corporation may keep a statement setting out the name of the

custodian of the stock ledger or duplicate stock ledger, and the

present and complete [post office address, including street and

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

duplicate stock ledger specified in this section is kept.

2. [A corporation shall maintain the records required by

subsection 1 in written form or in another form capable of

conversion into written form within a reasonable time.

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

corporation for at least 6 months immediately preceding his

demand, or any person holding, or thereunto authorized in writing

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

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

or by agent or attorney, during usual business hours, the records

required by subsection 1 and make copies therefrom. Holders of

voting trust certificates representing shares of the corporation must

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

corporation that neglects or refuses to keep the records required by

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

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

refusal.

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

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

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

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

refuses to permit copies to be made therefrom, as provided in

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

all damages resulting to him therefrom.

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

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

contained thereon must be given to any stockholder of the

corporation demanding the information, when the demand is made

during business hours. Every corporation that neglects or refuses to

keep a statement available, as in this subsection required, shall

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

refusal.

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

stockholder seeks the right of inspection, the demand must be

accompanied by a power of attorney [executed] signed by the

stockholder authorizing the attorney or other agent to inspect on

behalf of the stockholder.

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

includes, if reasonable, the right to make copies by photographic,

xerographic or other means.

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

recover the costs of labor and materials and the cost of copies of any

[documents] records provided to the stockholder.

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

78.115 The business of every corporation must be managed

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

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

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

articles of incorporation or in its bylaws for a fixed number of

directors or a variable number of directors , [within a fixed

minimum and maximum,] and for the manner in which the number

of directors may be increased or decreased. Unless otherwise

provided in the articles of incorporation, directors need not be

stockholders.

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

78.120 1. Subject only to such limitations as may be

provided by this chapter, or the articles of incorporation of the

corporation, the board of directors has full control over the affairs of

the corporation.

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

and subject to the bylaws, if any, adopted by the stockholders, the

directors may make the bylaws of the corporation. Unless otherwise

prohibited by any bylaw adopted by the stockholders, the directors

may adopt, amend or repeal any bylaw, including any bylaw

adopted by the stockholders. The articles of incorporation may

grant the authority to adopt bylaws exclusively to the directors.

3. The selection of a period for the achievement of corporate

goals is the responsibility of the directors.

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

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

incorporation, the board of directors may designate one or more

committees which, to the extent provided in the resolution or

resolutions or in the bylaws of the corporation, have and may

exercise the powers of the board of directors in the management of

the business and affairs of the corporation.

2. [The committee or committees must have such name or

names as may be stated in the bylaws of the corporation or as may

be determined from time to time by resolution adopted by the board

of directors.

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

the articles of incorporation or the bylaws provide otherwise, the

board of directors may appoint natural persons who are not directors

to serve on committees.

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

directors as alternate members of a committee to replace any

member who is disqualified or absent from a meeting of the

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

the board of directors appoints alternate members pursuant to this

subsection, the member or members of a committee present at a

meeting and not disqualified from voting, whether or not the

member or members constitute a quorum, may unanimously appoint

another member of the board of directors to act at the meeting in the

place of an absent or disqualified member of the committee.

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

78.135 1. The statement in the articles of incorporation of the

objects, purposes, powers and authorized business of the corporation

constitutes, as between the corporation and its directors, officers or

stockholders, an authorization to the directors and a limitation upon

the actual authority of the representatives of the corporation. Such

limitations may be asserted in a proceeding by a stockholder or the

State to enjoin the doing or continuation of unauthorized business

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

parties have not acquired rights thereby, or to dissolve the

corporation, or in a proceeding by the corporation or by the

stockholders suing in a representative suit against the officers or

directors of the corporation for violation of their authority.

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

corporation or upon the powers of the stockholders, officers or

directors, or the manner of exercise of such powers, contained in or

implied by the articles may be asserted as between the corporation

or any stockholder and any third person.

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

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

directors, or is done within the scope of the authority, actual or

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

corporation acquires rights thereunder, whether the contract is

[executed] signed or is wholly or in part executory.

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

78.138 1. Directors and officers shall exercise their powers in

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

2. In performing their respective duties, directors and officers

are entitled to rely on information, opinions, reports, books of

account or statements, including financial statements and other

financial data, that are prepared or presented by:

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

corporation reasonably believed to be reliable and competent in the

matters prepared or presented;

(b) Counsel, public accountants, financial advisers, valuation

advisers, investment bankers or other persons as to matters

reasonably believed to be within the preparer’s or presenter’s

professional or expert competence; or

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

matters within the committee’s designated authority and matters on

which the committee is reasonably believed to merit

confidence,

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

opinions, reports, books of account or statements if he has

knowledge concerning the matter in question that would cause

reliance thereon to be unwarranted.

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

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

view to the interests of the corporation.

4. Directors and officers, in exercising their respective powers

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

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

creditors and customers;

(b) The economy of the State and Nation;

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

corporation and its stockholders, including the possibility that these

interests may be best served by the continued independence of the

corporation.

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

of a proposed corporate action upon any particular group having an

interest in the corporation as a dominant factor.

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

authorize any causes of action against the corporation or its directors

or officers.

7. Except as otherwise provided in NRS 35.230, 90.660,

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

articles of incorporation or an amendment thereto, in each case

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

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

corporation or its stockholders or creditors for any damages as a

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

officer unless it is proven that:

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

duties as a director or officer; and

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

fraud or a knowing violation of law.

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

78.140 1. A contract or other transaction is not void or

voidable solely because:

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

(1) One or more of its directors or officers; or

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

more of its directors or officers are directors or officers or are

financially interested;

(b) A common or interested director or officer:

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

committee thereof which authorizes or approves the contract or

transaction; or

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

which authorizes or approves the contract or transaction pursuant to

subsection 2 of NRS 78.315; or

counted for the purpose of authorizing or approving the contract or

transaction,

if one of the circumstances specified in subsection 2 exists.

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

not void or voidable pursuant to subsection 1 are:

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

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

board or committee authorizes, approves or ratifies the contract or

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

counting the vote or votes of the common or interested director or

directors.

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

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

contract or transaction in good faith by a majority vote of

stockholders holding a majority of the voting power. The votes of

the common or interested directors or officers must be counted in

any such vote of stockholders.

interest is not known to the director or officer at the time the

transaction is brought before the board of directors of the

corporation for action.

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

time it is authorized or approved.

3. Common or interested directors may be counted in

determining the presence of a quorum at a meeting of the board of

directors or a committee thereof which authorizes, approves or

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

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

of the disinterested directors may authorize, approve or ratify a

contract or transaction.

4. Unless otherwise provided in the articles of incorporation or

the bylaws, the board of directors, without regard to personal

interest, may establish the compensation of directors for services in

any capacity. If the board of directors establishes the compensation

of directors pursuant to this subsection, such compensation is

presumed to be fair to the corporation unless proven unfair by a

preponderance of the evidence.

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

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

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

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

mailing or street address, either residence or business, of each

officer and director.

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

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

and the corporation for which the list has been offered for filing is

subject to all the provisions of NRS 78.150 to 78.185, inclusive,

relating to failure to file the list within or at the times therein

specified, unless a list is subsequently submitted for filing which

conforms to the provisions of NRS 78.150 to 78.185, inclusive.

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

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

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

been legally reserved or acquired by another artificial person

formed, organized, registered or qualified pursuant to the provisions

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

State or reserved in the Office of the Secretary of State pursuant to

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

reinstatement submit in writing to the Secretary of State some other

name under which it desires its corporate existence to be reinstated

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

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

applying corporation a certificate of reinstatement or revival under

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

or revival under that new name, the articles of incorporation of

the applying corporation shall be deemed to reflect the new name

without the corporation having to comply with the provisions of

NRS 78.385, 78.390 or 78.403.

2. If the applying corporation submits the written,

acknowledged consent of the artificial person having a name, or the

person who has reserved a name, which is not distinguishable from

the old name of the applying corporation or a new name it has

submitted, it may be reinstated or revived under that name.

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

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 of these.

4. The Secretary of State may adopt regulations that interpret

the requirements of this section.

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

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

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

vest authority in the board of directors to prescribe, the classes,

series and the number of each class or series of stock and the voting

powers, designations, preferences, limitations, restrictions and

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

or series of stock is authorized, the articles of incorporation or the

resolution of the board of directors passed pursuant to a provision of

the articles must prescribe a distinguishing designation for each

class and series. The voting powers, designations, preferences,

limitations, restrictions, relative rights and distinguishing

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

articles of incorporation or the resolution of the board of directors

before the issuance of shares of that class or series.

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

preferences, limitations, restrictions and relative rights identical with

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

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

other series of the same class.

3. Unless otherwise provided in the articles of incorporation,

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

articles of incorporation must not be amended in this particular.

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

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

event which may be ascertained outside the articles of incorporation

or the resolution providing for the distributions adopted by the board

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

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

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

subsection, “fact or event” includes, without limitation, the

existence of a fact or occurrence of an event, including, without

limitation, a determination or action by a person, the corporation

itself or any government, governmental agency or political

subdivision of a government.

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

a corporation from taking action to protect the interests of the

corporation and its stockholders, including, but not limited to,

adopting or [executing] signing plans, arrangements or instruments

that grant rights to stockholders or that deny rights, privileges,

power or authority to a holder of a specified number of shares or

percentage of share ownership or voting power.

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

78.196 1. Each corporation must have:

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

unlimited voting rights; and

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

entitled to receive the net assets of the corporation upon

dissolution.

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

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

receive the net assets of the corporation upon dissolution.

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

directors pursuant thereto, may authorize one or more classes or

series of stock that:

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

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

(b) Are redeemable or convertible:

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

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

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

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

accordance with a designated formula or by reference to extrinsic

data or events;

manner, including dividends that may be cumulative, noncumulative

or partially cumulative;

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

respect to distributions, including dividends and distributions upon

the dissolution of the corporation;

(e) Have par value; or

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

restrictions and relative rights dependent upon any fact or event

which may be ascertained outside of the articles of incorporation or

the resolution if the manner in which the fact or event may operate

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

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

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

occurrence of an event, including, without limitation, a

determination or action by a person, the corporation itself or any

government, governmental agency or political subdivision of a

government.

3. Unless otherwise provided in the articles of incorporation or

in a resolution of the board of directors establishing a class or series

of stock, shares which are subject to redemption and which have

been called for redemption are not deemed to be outstanding shares

for purposes of voting or determining the total number of shares

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

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

such shares; and

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

deposited or set aside to pay the redemption price to the holders of

the shares upon surrender of any certificates.

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

limitations, restrictions and relative rights of the classes or series of

shares contained in this section is not exclusive.

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

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

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

securities of the corporation,] rights or options entitling the holders

thereof to purchase from the corporation any shares of its stock of

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

instruments as are approved by the board of directors.

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

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

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

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

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

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

resolution or resolutions adopted by the board of directors providing

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

set forth or incorporated by reference in the instrument or

instruments evidencing the rights or options. The judgment of the

board of directors as to the consideration for such rights or

options issued is conclusive in the absence of actual fraud in the

transaction.

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

of the corporation to:

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

created by the corporation; and

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

the persons designated pursuant to paragraph (a).

4. The authorization pursuant to subsection 3 must specify

the maximum number of rights or options the officer or officers

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

designate himself as a recipient of the rights or options.

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

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

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

2. In lieu of [executing] 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;

(2) If no appraisal was demanded or an appraisal was not

properly demanded, an amount in cash 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

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.

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

78.2055 1. Unless otherwise provided in the articles of

incorporation, a corporation that desires to decrease the number of

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

stockholder of record at the effective date and time of the change

without correspondingly decreasing the number of authorized shares

of the same class or series may do so if:

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

proposal to decrease the number of issued and outstanding shares of

a class or series; and

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

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

greater proportion as may be provided in the articles of

incorporation, regardless of limitations or restrictions on the voting

power of the affected class or series.

2. If the proposal required by subsection 1 is approved by the

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

accordance with the proposal after the effective date and time of the

change.

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

proposed decrease in the number of issued and outstanding shares of

any class or series would adversely alter or change any preference,

or any relative or other right given to any other class or series of

outstanding shares, then the decrease must be approved by the vote,

in addition to any vote otherwise required, 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 decrease, or

such greater proportion as may be provided in the articles of

incorporation, regardless of limitations or restrictions on the voting

power of the adversely affected class or series. The decrease 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 decrease

if the articles of incorporation specifically deny the right to vote on

such a decrease.

4. Any proposal to decrease the number of issued and

outstanding shares of any class or series, if any, that includes

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

be issued to stockholders who:

(a) Before the decrease in the number of shares 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,

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

If the proposal 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. 32. NRS 78.207 is hereby amended to read as follows:

78.207 1. Unless otherwise provided in the articles of

incorporation, a corporation that desires to change the number of

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

increasing or decreasing the number of authorized shares of the

class or series and correspondingly increasing or decreasing the

number of issued and outstanding shares of the same class or series

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

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

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

obtaining the approval of the stockholders. The resolution may also

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

series of the shares increased or decreased. After the effective date

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

accordance therewith.

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

shares of any class or series, if any, that includes provisions

pursuant to which only money will be paid or scrip will be issued to

stockholders who:

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

becomes effective, in the aggregate hold 10 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 of their outstanding

shares,

must be approved by the vote of stockholders holding a majority of

the voting power of the affected class or series, or such greater

proportion as may be provided in the articles of incorporation,

regardless of limitations or restrictions on the voting power thereof.

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

proposed increase or decrease in the number of authorized shares of

any class or series would adversely alter or change any preference or

any relative or other right given to any other class or series of

outstanding shares, then the increase or decrease must be approved

by the vote, in addition to any vote otherwise required, 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 increase or decrease, regardless of limitations or

restrictions on the voting power thereof. The increase or decrease

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

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

whose preference or rights are adversely affected by the increase

or decrease if the articles of incorporation specifically deny the

right to vote on such an increase or decrease.

4. Any proposal to increase or decrease the number of

authorized shares of any class or series, if any, that includes

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

be issued to stockholders who:

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

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 a fraction of a share

in exchange for the cancellation of all of their outstanding

shares,

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

If the proposal 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 those provisions and obtain payment of

the fair value of the fraction of a share to which the stockholder

would otherwise be entitled.

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

78.220 1. Subscriptions to the shares of a corporation,

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

such time or in such installments at such times as determined by the

board of directors. Any call made by the board of directors for

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

same class or series.

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

the corporation may proceed to collect the amount due in the same

manner as any debt due the corporation. In addition, the corporation

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

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

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

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

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

subscriber unless the amount due remains unpaid for 30 days after

written demand. Such written demand shall be deemed made when

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

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

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

total of the amount due plus any incidental charges of the sale must

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

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

judgment in favor of the corporation must be reduced by the amount

of the net proceeds of any sale by the corporation of the subscriber’s

stock.

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

amounts previously paid by a delinquent subscriber for the stock

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

subscriber remains unpaid, the corporation has complied with the

requirements of subsection 2 and:

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

auction; or

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

action at law.

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

subscriptions must be paid at such times and in such installments as

the receiver or the court may direct, subject, however, to the

provisions of the subscription contract.

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

irrevocable for 6 months unless otherwise provided by the

subscription agreement or unless all of the subscribers consent to the

revocation of the subscription.

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

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

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

issued and outstanding shares of the stock of such corporation or has

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

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

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

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

records of the corporation, to make copies of records, and to conduct

an audit of such records. Holders of voting trust certificates

representing 15 percent of the issued and outstanding shares of the

corporation [shall be] are regarded as stockholders for the purpose

of this subsection. The right of stockholders to inspect the corporate

records may not be limited in the articles or bylaws of any

corporation.

2. All costs for making copies of records or conducting an

audit must be borne by the person exercising his rights set forth in

subsection 1.

3. The rights authorized by subsection 1 may be denied to any

stockholder upon his refusal to furnish the corporation an affidavit

that such inspection, copies or audit is not desired for any purpose

not related to his interest in the corporation as a stockholder. Any

stockholder or other person, exercising rights set forth in subsection

1, who uses or attempts to use information, [documents,] records or

other data obtained from the corporation, for any purpose not related

to the stockholder’s interest in the corporation as a stockholder, is

guilty of a gross misdemeanor.

4. If any officer or agent of any corporation keeping records in

this state willfully neglects or refuses to permit an inspection of the

books of account and financial records upon demand by a person

entitled to inspect them, or refuses to permit an audit to be

conducted, as provided in subsection 1, the corporation shall forfeit

to the State the sum of $100 for every day of such neglect or refusal,

and the corporation, officer or agent thereof is jointly and severally

liable to the person injured for all damages resulting to him.

5. A stockholder who brings an action or proceeding to enforce

any right set forth in this section or to recover damages resulting

from its denial:

(a) Is entitled to costs and reasonable attorney’s fees, if he

prevails; or

(b) Is liable for such costs and fees, if he does not

prevail,

in the action or proceeding.

6. Except as otherwise provided in this subsection, the

provisions of this section do not apply to any corporation [listed and

traded on any recognized stock exchange nor do they apply to any

corporation] that furnishes to its stockholders a detailed, annual

financial statement[.] or any corporation that has filed during the

preceding 12 months all reports required to be filed pursuant to

section 13 or section 15(d) of the Securities Exchange Act of 1934.

A person who owns, or is authorized in writing by the owners of, at

least 15 percent of the issued and outstanding shares of the stock of

a corporation that has elected to be governed by subchapter S of the

Internal Revenue Code and whose shares are not listed or traded on

any recognized stock exchange is entitled to inspect the books of the

corporation pursuant to subsection 1 and has the rights, duties and

liabilities provided in subsections 2 to 5, inclusive.

Sec. 35. NRS 78.335 is hereby amended to read as follows:

78.335 1. Except as otherwise provided in this section, any

director or one or more of the incumbent directors may be removed

from office by the vote of stockholders representing not less than

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

entitled to [voting power.] vote.

2. In the case of corporations which have provided in their

articles of incorporation for the election of directors by cumulative

voting, any director or directors who constitute fewer than all of the

incumbent directors may not be removed from office at any one

time or as the result of any one transaction under the provisions of

this section except upon the vote of stockholders owning sufficient

shares to prevent each director’s election to office at the time of

removal.

3. The articles of incorporation may require the concurrence of

more than two-thirds of the voting power of the issued and

outstanding stock entitled to [voting power] vote in order to remove

one or more directors from office.

4. Whenever the holders of any class or series of shares are

entitled to elect one or more directors, unless otherwise provided in

the articles of incorporation, removal of any such director requires

only the proportion of votes, specified in subsection 1, of the holders

of that class or series, and not the votes of the outstanding shares as

a whole.

5. All vacancies, including those caused by an increase in the

number of directors, may be filled by a majority of the remaining

directors, though less than a quorum, unless it is otherwise provided

in the articles of incorporation.

6. Unless otherwise provided in the articles of incorporation,

when one or more directors give notice of his or their resignation to

the board, effective at a future date, the board may fill the vacancy

or vacancies to take effect when the resignation or resignations

become effective, each director so appointed to hold office during

the remainder of the term of office of the resigning director or

directors.

7. If the articles or bylaws provide that the holders of any

class or series of shares are entitled to elect one or more directors

under specified circumstances and that, upon termination of those

specified circumstances, the right terminates and the directors

elected by the holders of the class or series of shares are no longer

directors, the termination of a director pursuant to such provisions

in the articles or bylaws shall not be deemed a removal of the

director pursuant to this section.

Sec. 36. NRS 78.350 is hereby amended to read as follows:

78.350 1. Unless otherwise provided in the articles of

incorporation, or in the resolution providing for the issuance of the

stock adopted by the board of directors pursuant to authority

expressly vested in it by the provisions of the articles of

incorporation, every stockholder of record of a corporation is

entitled at each meeting of stockholders thereof to one vote for each

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

corporation. If the articles of incorporation, or the resolution

providing for the issuance of the stock adopted by the board of

directors pursuant to authority expressly vested in it by the articles

of incorporation, provides for more or less than one vote per share

for any class or series of shares on any matter, every reference in

this chapter to a majority or other proportion of stock shall be

deemed to refer to a majority or other proportion of the voting

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

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

providing for the issuance of the stock adopted by the board of

directors pursuant to authority expressly vested in it by the

provisions of the articles of incorporation, or the provisions of this

chapter.

2. Unless [contrary provisions are contained] 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, 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, 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 [executing]

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. 37. 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.

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 [execute] sign a writing authorizing

another person or persons to act for him as proxy. The proxy may be

limited to action on designated matters. [Execution may be

accomplished by the signing of the writing by the stockholder or his

authorized officer, director, employee or agent or by causing the

signature of the stockholder to be affixed to the writing by any

reasonable means, including, but not limited to, a facsimile

signature.]

(b) A stockholder may authorize another person or persons to

act for him as proxy by transmitting or authorizing the transmission

of [a telegram, cablegram or other means of electronic transmission]

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 [telegram, cablegram or other

means of electronic transmission] electronic record must either set

forth or be submitted with information from which it can be

determined that the [telegram, cablegram or other electronic

transmission] electronic record was authorized by the stockholder.

If it is determined that the [telegram, cablegram or other electronic

transmission] 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 [telecopier,] electronic

transmission or other reliable reproduction of the [writing or

transmission] record created pursuant to subsection 2[,] may be

substituted for the original [writing or transmission] record for any

purpose for which the original [writing or transmission] record

could be used, if the copy, communication by [telecopier,]

electronic transmission or other reproduction is a complete

reproduction of the entire original [writing or transmission.

4. ~~No]~~ 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 it is coupled with an interest, or] 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

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.

5. A proxy shall be deemed irrevocable if the written

authorization states that the proxy is irrevocable and, only for as

long as it is coupled with an interest sufficient in law to support an

irrevocable power, such as 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 proxy made irrevocable pursuant to this subsection is revoked

when the interest with which it is coupled is extinguished. 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.

Sec. 38. NRS 78.370 is hereby amended to read as follows:

78.370 1. If under the provisions of this chapter stockholders

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

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

vice president, or the secretary[,] or an assistant secretary, or by

such other natural person or persons as the bylaws may prescribe or

permit or the directors may designate.

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

meeting is called , [and] the time when, and the place, which may be

within or without this state, where it is to be held[.] , and the means

of electronic communications, if any, by which stockholders and

proxies shall be deemed to be present in person and vote.

3. A copy of the notice must be delivered personally , [or]

mailed postage prepaid or given as provided in subsection 8 to each

stockholder of record entitled to vote at the meeting not less than 10

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

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

records of the corporation, and upon the mailing of any such notice

the service thereof is complete, and the time of the notice begins to

run from the date upon which the notice is deposited in the mail for

transmission to the stockholder. Personal delivery of any such notice

to any officer of a corporation or association, [or] to any member of

a limited-liability company managed by its members, to any

manager of a limited-liability company managed by managers, to

any general partner of a partnership[,] or to any trustee of a trust

constitutes delivery of the notice to the corporation, association [or]

, limited-liability company, partnership[.] or trust.

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

the notice be also published in one or more newspapers.

5. Notice delivered or mailed to a stockholder in accordance

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

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

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

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

notice of the meeting to the transferee.

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

writing signed by him, or his duly authorized attorney, either before

or after the meeting.

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

the bylaws, if notice is required to be given, under any provision of

this chapter or the articles of incorporation or bylaws of any

corporation, to any stockholder to whom:

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

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

meeting to him during the period between those two consecutive

annual meetings; or

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

dividends or interest on securities during a 12-month

period,

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

records of the corporation and have been returned undeliverable, the

giving of further notices to him is not required. Any action or

meeting taken or held without notice to such a stockholder has the

same effect as if the notice had been given. If any such stockholder

delivers to the corporation a written notice setting forth his current

address, the requirement that notice be given to him is reinstated. If

the action taken by the corporation is such as to require the filing of

a certificate under any of the other sections of this chapter, the

certificate need not state that notice was not given to persons to

whom notice was not required to be given pursuant to this

subsection. The giving of further notices to a stockholder is still

required for any notice returned as undeliverable if the notice was

given by electronic transmission.

[8.] 7. Unless the articles of incorporation or bylaws otherwise

require, and except as otherwise provided in this subsection, if a

stockholders’ meeting is adjourned to another date, time or place,

notice need not be given of the date, time or place of the adjourned

meeting if they are announced at the meeting at which the

adjournment is taken. If a new record date is fixed for the adjourned

meeting, notice of the adjourned meeting must be given to each

stockholder of record as of the new record date.

8. Any notice to stockholders given by the corporation

pursuant to any provision of this chapter, chapter 92A of NRS, the

articles of incorporation or the bylaws is effective if given by a

form of electronic transmission consented to by the stockholder to

whom the notice is given. The consent is revocable by the

stockholder by written notice to the corporation. The consent is

revoked if:

(a) The corporation is unable to deliver by electronic

transmission two consecutive notices given by the corporation in

accordance with the consent; and

(b) The inability to deliver by electronic transmission becomes

known to the secretary, assistant secretary, transfer agent or other

agent of the corporation responsible for the giving of notice.

However, the inadvertent failure to treat the inability to deliver a

notice by electronic transmission as a revocation does not

invalidate any meeting or other action.

9. Notice given pursuant to subsection 8 shall be deemed

given if:

(a) By facsimile machine, when directed to a number at which

the stockholder has consented to receive notice;

(b) By electronic mail, when directed to an electronic mail

address at which the stockholder has consented to receive notice;

separate notice to the stockholder of the specific posting, upon the

later of:

(1) Such posting; and

(2) The giving of the separate notice; and

(d) By any other form of electronic transmission, when

directed to the stockholder.

In the absence of fraud, an affidavit of the secretary, assistant

secretary, transfer agent or other agent of the corporation that the

notice has been given by a form of electronic transmission is

prima facie evidence of the facts stated in the affidavit.

10. As used in this section, “electronic transmission” means

any form of communication not directly involving the physical

transmission of paper that:

(a) Creates a record that may be retained, retrieved and

reviewed by a recipient of the communication; and

(b) May be directly reproduced in paper form by the recipient

through an automated process.

Sec. 39. NRS 78.375 is hereby amended to read as follows:

78.375 Whenever any notice whatever is required to be given

under the provisions of this chapter, a waiver thereof in a signed

writing[, signed] or by transmission of an electronic record by the

person or persons entitled to the notice, whether before or after the

time stated therein, shall be deemed equivalent thereto.

Sec. 40. NRS 78.378 is hereby amended to read as follows:

78.378 1. The provisions of NRS 78.378 to 78.3793,

inclusive, apply to any acquisition of a controlling interest in an

issuing corporation unless the articles of incorporation or bylaws of

the corporation in effect on the 10th day following the acquisition of

a controlling interest by an acquiring person provide that the

provisions of those sections do not apply to the corporation or to an

acquisition of a controlling interest specifically by types of existing

or future stockholders, whether or not identified.

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

adopted by the directors of the issuing corporation may impose

stricter requirements on the acquisition of a controlling interest in

the corporation than the provisions of NRS 78.378 to 78.3793,

inclusive.

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

restrict the directors of an issuing corporation from taking action to

protect the interests of the corporation and its stockholders,

including, but not limited to, adopting or [executing] signing plans,

arrangements or instruments that deny rights, privileges, power or

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

of share ownership or voting power.

Sec. 41. NRS 78.3791 is hereby amended to read as follows:

78.3791 Except as otherwise provided by the articles of

incorporation of the issuing corporation, a resolution of the

stockholders granting voting rights to the control shares acquired by

an acquiring person must be approved by:

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

corporation; and

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

described in subsection 2 of NRS 78.390,] would adversely alter or

change any preference or any relative or other right given to any

other class or series of outstanding shares, the holders of a

majority of each class or series affected,

excluding those shares as to which any interested stockholder

exercises voting rights.

Sec. 42. 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, [before issuing any stock,] 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 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;

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. 43. NRS 78.385 is hereby amended to read as follows:

78.385 1. Any corporation [having stock] may amend its

articles of incorporation in any of the following respects:

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

diminution thereof, or both.

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

part, for those prescribed by its articles of incorporation.

stock, by changing the number, par value, preferences, or relative,

participating, optional or other rights, or the qualifications,

limitations or restrictions of such rights, of its shares, or of any class

or series of any class thereof whether or not the shares are

outstanding at the time of the amendment, or by changing shares

with par value, whether or not the shares are outstanding at the time

of the amendment, into shares without par value or by changing

shares without par value, whether or not the shares are outstanding

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

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

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

(d) By changing the name of the corporation.

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

incorporation that may be desired.

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

certificate of amendment , [;] but any articles of incorporation so

amended, changed or altered[,] may contain only such provisions as

it would be lawful and proper to insert in original articles of

incorporation[,] pursuant to NRS 78.035 and 78.037, if the original

articles were [executed] signed and filed at the time of making the

amendment.

Sec. 44. NRS 78.390 is hereby amended to read as follows:

78.390 1. Every amendment [adopted pursuant] to the

[provisions of NRS 78.385] 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 declaring its advisability,] 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.

(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.

State.

2. [If] 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

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.

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;

board of directors is authorized to terminate the effectiveness of the

certificate;

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

terminated;

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

(f) Is accompanied by a filing fee of $150.

Sec. 45. 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 signed by

an officer of the corporation 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 78.380, 78.385 and 78.390, as applicable, and

must be accompanied by:

(a) A resolution; or

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

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 state that he has been

authorized to [execute] 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

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.

Sec. 46. NRS 78.433 is hereby amended to read as follows:

78.433 NRS 78.411 to 78.444, inclusive, do not apply to any

combination of a resident domestic corporation:

1. Which does not, as of the date [of acquiring shares,] that the

person first becomes an interested stockholder, have a class of

voting shares registered with the Securities and Exchange

Commission under section 12 of the Securities Exchange Act,

unless the corporation’s articles of incorporation provide otherwise.

2. Whose articles of incorporation have been amended to

provide that the resident domestic corporation is subject to NRS

78.411 to 78.444, inclusive, and which did not have a class of voting

shares registered with the Securities and Exchange Commission

under section 12 of the Securities Exchange Act on the effective

date of the amendment, if the combination is with a person who

first became an interested stockholder [whose date of acquiring

shares is] before the effective date of the amendment.

Sec. 47. NRS 78.434 is hereby amended to read as follows:

78.434 NRS 78.411 to 78.444, inclusive, do not apply to any

combination of a resident domestic corporation:

1. Whose original articles of incorporation contain a provision

expressly electing not to be governed by NRS 78.411 to 78.444,

inclusive[;] , unless the articles of incorporation are subsequently

amended to provide that the corporation is subject to NRS 78.411

to 78.444, inclusive;

2. Whose articles of incorporation have been amended

pursuant to subsection 1 and the combination is with a person

who first became an interested stockholder before the effective

date of the amendment;

3. Which, within 30 days after October 1, 1991, adopts an

amendment to its bylaws expressly electing not to be governed by

NRS 78.411 to 78.444, inclusive, which may be rescinded by

subsequent amendment of the bylaws; [or

3.] 4. Which adopts an amendment to its articles of

incorporation, approved by the affirmative vote of the holders, other

than interested stockholders and their affiliates and associates, of a

majority of the outstanding voting power of the resident domestic

corporation, excluding the voting shares of interested stockholders

and their affiliates and associates, expressly electing not to be

governed by NRS 78.411 to 78.444, inclusive, but the amendment to

the articles of incorporation is not effective until 18 months after the

vote of the resident domestic corporation’s stockholders and does

not apply to any combination of the resident domestic corporation

with a person who first became an interested stockholder [whose

date of acquiring shares is] on or before the effective date of the

amendment[.] ; or

5. Whose articles of incorporation were amended to contain a

provision expressly electing not to be governed by NRS 78.411 to

78.444, inclusive, before the date the corporation first became a

resident domestic corporation.

Sec. 48. NRS 78.437 is hereby amended to read as follows:

78.437 NRS 78.411 to 78.444, inclusive, do not apply to any

combination with an interested stockholder who [was] :

1. Was an interested stockholder on January 1, 1991[.] ; or

2. Who first became an interested stockholder on the date

that the resident domestic corporation first became a resident

domestic corporation solely as a result of the corporation

becoming a resident domestic corporation.

Sec. 49. NRS 78.438 is hereby amended to read as follows:

78.438 1. Except as otherwise provided in NRS 78.433 to

78.437, inclusive, a resident domestic corporation may not engage

in any combination with any interested stockholder of the resident

domestic corporation for 3 years after the date that the person first

became an interested [stockholder’s date of acquiring shares]

stockholder unless the combination or the [purchase of shares made

by the] transaction by which the person first became an interested

stockholder [on the interested stockholder’s date of acquiring

shares] is approved by the board of directors of the resident

domestic corporation before [that date.] the person first became an

interested stockholder.

2. If a proposal in good faith regarding a combination is made

in writing to the board of directors of the resident domestic

corporation, the board of directors shall respond, in writing, within

30 days or such shorter period, if any, as may be required by the

Securities Exchange Act, setting forth its reasons for its decision

regarding the proposal.

3. If a proposal in good faith to purchase shares is made in

writing to the board of directors of the resident domestic

corporation, the board of directors, unless it responds affirmatively

in writing within 30 days or such shorter period, if any, as may be

required by the Securities Exchange Act, is considered to have

disapproved the purchase.

Sec. 50. NRS 78.439 is hereby amended to read as follows:

78.439 A resident domestic corporation may not engage in any

combination with an interested stockholder of the resident domestic

corporation after the expiration of 3 years after [his date of acquiring

shares] the person first became an interested stockholder other

than a combination meeting all of the requirements of the articles of

incorporation of the resident domestic corporation and either the

requirements specified in subsection 1 , 2 or [2] 3 or all of the

requirements specified in NRS 78.441 to 78.444, inclusive:

1. A combination approved by the board of directors of the

resident domestic corporation before the date that the person first

became an interested [stockholder’s date of acquiring shares, or as

to which the purchase of shares made by the interested stockholder

on that date had been approved by the board of directors of the

resident domestic corporation before that date.] stockholder.

2. A combination with an interested stockholder if the

transaction by which the person became an interested stockholder

was approved by the board of directors of the resident domestic

corporation before the person became an interested stockholder.

3. A combination approved by the affirmative vote of the

holders of stock representing a majority of the outstanding voting

power not beneficially owned by the interested stockholder

proposing the combination, or any affiliate or associate of the

interested stockholder proposing the combination, at a meeting

called for that purpose no earlier than 3 years after the date that the

person first became an interested [stockholder’s date of acquiring

shares.] stockholder.

Sec. 51. NRS 78.441 is hereby amended to read as follows:

78.441 A combination engaged in with an interested

stockholder of the resident domestic corporation more than 3 years

after the date that the person first became an interested

[stockholder’s date of acquiring shares] stockholder may be

permissible if the aggregate amount of the cash and the market

value, as of the date of consummation, of consideration other than

cash to be received per share by all of the holders of outstanding

common shares of the resident domestic corporation not beneficially

owned by the interested stockholder immediately before that date is

at least equal to the higher of the following:

1. The highest price per share paid by the interested

stockholder, at a time when he was the beneficial owner, directly or

indirectly, of 5 percent or more of the outstanding voting shares of

the [resident domestic] corporation, for any common shares of the

same class or series acquired by him within 3 years immediately

before the date of announcement with respect to the combination or

within 3 years immediately before, or in, the transaction in which he

became an interested stockholder, whichever is higher, plus, in

either case, interest compounded annually from the earliest date on

which the highest price per share was paid through the date of

consummation at the rate for one-year obligations of the United

States Treasury from time to time in effect, less the aggregate

amount of any dividends paid in cash and the market value of any

dividends paid other than in cash, per common share since the

earliest date, but no more may be subtracted than the amount of the

interest.

2. The market value per common share on the date of

announcement with respect to the combination or on the date that

the person first became an interested [stockholder’s date of

acquiring shares,] stockholder, whichever is higher, plus interest

compounded annually from that date through the date of

consummation at the rate for one-year obligations of the United

States Treasury from time to time in effect, less the aggregate

amount of any dividends paid in cash and the market value of any

dividends paid other than in cash, per common share since that date,

but no more may be subtracted than the amount of the interest.

Sec. 52. NRS 78.442 is hereby amended to read as follows:

78.442 A combination engaged in with an interested

stockholder of the resident domestic corporation more than 3 years

after the date that the person first became an interested

[stockholder’s date of acquiring shares] stockholder may be

permissible if the aggregate amount of the cash and the market

value, as of the date of consummation, of consideration other than

cash to be received per share by all of the holders of outstanding

shares of any class or series of shares, other than common shares, of

the resident domestic corporation not beneficially owned by the

interested stockholder immediately before that date is at least equal

to the highest of the following, whether or not the interested

stockholder has previously acquired any shares of the class or series

of shares:

1. The highest price per share paid by the interested

stockholder, at a time when he was the beneficial owner, directly or

indirectly, of 5 percent or more of the outstanding voting shares of

the [resident domestic] corporation, for any shares of that class or

series of shares acquired by him within 3 years immediately before

the date of announcement with respect to the combination or within

3 years immediately before, or in, the transaction in which he

became an interested stockholder, whichever is higher, plus, in

either case, interest compounded annually from the earliest date on

which the highest price per share was paid through the date of

consummation at the rate for one-year obligations of the United

States Treasury from time to time in effect, less the aggregate

amount of any dividends paid in cash and the market value of any

dividends paid other than in cash, per share of the class or series of

shares since the earliest date, but no more may be subtracted than

the amount of the interest.

2. The highest preferential amount per share to which the

holders of shares of the class or series of shares are entitled in

the event of any voluntary liquidation, dissolution or winding up of

the resident domestic corporation, plus the aggregate amount of any

dividends declared or due to which the holders are entitled before

payment of the dividends on some other class or series of shares,

unless the aggregate amount of the dividends is included in the

preferential amount.

3. The market value per share of the class or series of shares on

the date of announcement with respect to the combination or on the

date that the person first became an interested [stockholder’s date

of acquiring shares,] stockholder, whichever is higher, plus interest

compounded annually from that date through the date of

consummation at the rate for one-year obligations of the United

States Treasury from time to time in effect, less the aggregate

amount of any dividends paid in cash and the market value of any

dividends paid other than in cash, per share of the class or series of

shares since that date, but no more may be subtracted than the

amount of the interest.

Sec. 53. NRS 78.444 is hereby amended to read as follows:

78.444 A combination may be permissible if after the date that

the person first became an interested [stockholder’s date of

acquiring shares] stockholder and before the date of consummation

with respect to the combination, the interested stockholder has not

become the beneficial owner of any additional voting shares of the

resident domestic corporation except:

1. As part of the transaction that resulted in his becoming an

interested stockholder;

2. By virtue of proportionate splitting of shares, dividends

distributed in shares, or other distributions of shares in respect of

shares not constituting a combination;

3. Through a combination meeting all of the conditions of NRS

78.439; or

4. Through a purchase at any price that, if the price had been

paid in an otherwise permissible combination whose date of

announcement and date of consummation were the date of the

purchase, would have satisfied the requirements of NRS 78.441,

78.442 and 78.443.

Sec. 54. NRS 78.580 is hereby amended to read as follows:

78.580 1. If the board of directors of any corporation

organized under this chapter, after the issuance of stock or the

beginning of business, decides that the corporation should be

dissolved, the board may adopt a resolution to that effect. If the

corporation has issued no stock, only the directors need to approve

the dissolution. If the corporation has issued stock, the directors

must recommend the dissolution to the stockholders. The

corporation shall notify each stockholder entitled to vote on

dissolution , and the stockholders entitled to vote must approve the

dissolution.

2. If the dissolution is approved by the directors or both the

directors and stockholders, as respectively provided in subsection 1,

the corporation shall file in the Office of the Secretary of State a

certificate setting forth that the dissolution has been approved by the

directors, or by the directors and the stockholders, and a list of the

names and [post office box] mailing or street addresses, either

residence or business, of the corporation’s president, secretary and

treasurer and all of its directors, certified by [the president, or a vice

president, and the secretary, or an assistant secretary, in the Office

of the Secretary of State.] an officer of the corporation.

3. The dissolution takes effect upon the filing of the

certificate of dissolution or upon a later date specified in the

certificate, which must be not more than 90 days after the date on

which the certificate is filed.

Sec. 55. NRS 78.725 is hereby amended to read as follows:

78.725 1. Any corporation organized and existing under the

laws of this state on April 1, 1925, may reincorporate under this

chapter, either under the same or a different name, by:

(a) Filing with the Secretary of State a certificate [executed]

signed by its president and attested by its secretary and duly

authorized by a meeting of the stockholders called for that purpose,

setting forth the statements required in an original certificate of

incorporation by NRS 78.035; and

(b) Surrendering the existing charter or certificate of

incorporation of the corporation, and accepting the provisions of this

chapter.

2. Upon the filing of the certificate, the corporation shall be

deemed to be incorporated under this chapter and [shall be] is

entitled to and [be possessed of] possesses all the privileges,

franchises and powers as if originally incorporated under this

chapter. All the properties, rights and privileges theretofore

belonging to the corporation, which were acquired by gift, grant,

conveyance, assignment or otherwise, [shall be and the same] are

hereby ratified, approved and confirmed and assured to the

corporation with like effect and to all intents and purposes as if the

same had been originally acquired through incorporation under this

chapter.

3. Any corporation reincorporating under this chapter [shall be]

is subject to all the contracts, duties and obligations theretofore

resting upon the corporation whose charter or certificate of

incorporation is thus surrendered or to which the corporation [shall

then be] is then in any way liable.

Sec. 56. NRS 78.730 is hereby amended to read as follows:

78.730 1. Any corporation which did exist or is existing

under the laws of this state may, upon complying with the

provisions of NRS 78.180, procure a renewal or revival of its charter

for any period, together with all the rights, franchises, privileges and

immunities, and subject to all its existing and preexisting debts,

duties and liabilities secured or imposed by its original charter and

amendments thereto, or existing charter, by filing:

(a) A certificate with the Secretary of State, which must set

forth:

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

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

the time its original charter expired.

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

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

his mailing address if different from his street address.

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

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

before the date of the certificate.

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

and, if not perpetual, the time for which the renewal or revival is to

continue.

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

charter is, or has been, organized and carrying on the business

authorized by its existing or original charter and amendments

thereto, and desires to renew or continue through revival its

existence pursuant to and subject to the provisions of this chapter.

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

directors and their [post office box] 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

voting power of the shares.

3. A corporation seeking to revive its original or amended

charter shall cause the certificate to be signed by a person or persons

designated or appointed by the stockholders of the corporation. The

[execution] signing and filing of the certificate must be approved by

the written consent of stockholders of the corporation holding at

least a majority of the voting power and must contain a recital that

this consent was secured. If no stock has been issued, the certificate

must contain a statement of that fact, and a majority of the directors

then in office may designate the person to sign the certificate. The

corporation shall pay to the Secretary of State the fee required to

establish a new corporation pursuant to the provisions of this

chapter.

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

certified under the hand and seal of the Secretary of State, must be

received in all courts and places as prima facie evidence of the facts

therein stated and of the existence and incorporation of the

corporation therein named.

Sec. 57. NRS 78.750 is hereby amended to read as follows:

78.750 1. In any action commenced against any corporation

in any court of this state, service of process may be made in the

manner provided by law and rule of court for the service of civil

process.

2. Service of process on a corporation whose charter has been

revoked or which has been continued as a body corporate pursuant

to NRS 78.585 may be made by mailing copies of the process and

any associated [documents] records by certified mail, with return

receipt requested, to:

(a) The resident agent of the corporation, if there is one; and

(b) Each officer and director of the corporation as named in the

list last filed with the Secretary of State before the dissolution or

expiration of the corporation or the forfeiture of its charter.

The manner of serving process described in this subsection does not

affect the validity of any other service authorized by law.

Sec. 58. NRS 78.755 is hereby amended to read as follows:

78.755 1. The Secretary of State, for services relating to his

official duties and the records of his office, shall charge and collect

the fees designated in NRS 78.760 to 78.785, inclusive.

2. The Secretary of State may accept the filing of [documents]

records by facsimile machine and employ new technology, as it is

developed, to aid in the performance of all duties required by law.

The Secretary of State may establish rules, fee schedules and

regulations not inconsistent with law, for filing [documents] records

by facsimile machine and for the adoption, employment and use of

new technology in the performance of his duties.

Sec. 59. 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 $30.

2. The fee for certifying articles of incorporation where a copy

is provided is $20.

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 $20.

4. The fee for certifying an authorized printed copy of the

general corporation law as compiled by the Secretary of State is

$20.

5. The fee for reserving a corporate name is $20.

6. The fee for [executing] signing a certificate of corporate

existence which does not list the previous [documents] records

relating to the corporation, or a certificate of change in a corporate

name, is $40.

7. The fee for [executing] signing a certificate of corporate

existence which lists the previous [documents] records relating to

the corporation is $40.

8. The fee for [executing,] signing, certifying or filing any

certificate or [document] record not provided for in NRS 78.760 to

78.785, inclusive, is $40.

9. The fee for copies made at the Office of the Secretary of

State is $1 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

[document] record at any time before the [document] record is

presented for filing is $100.

Sec. 60. Chapter 78A of NRS is hereby amended by adding

thereto the provisions set forth as sections 61 to 64, inclusive, of this

act.

Sec. 61. As used in this chapter, unless the context otherwise

requires, the words and terms defined in sections 62, 63 and 64 of

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

Sec. 62. “Record” means information that is inscribed on a

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

and is retrievable in perceivable form.

Sec. 63. “Sign” means to affix a signature to a record.

Sec. 64. “Signature” means a name, word, symbol or mark

executed or otherwise adopted, or a record encrypted or similarly

processed in whole or in part, by a person with the present intent

to identify himself and adopt or accept a record. The term

includes, without limitation, an electronic signature as defined in

NRS 719.100.

Sec. 65. NRS 78A.015 is hereby amended to read as follows:

78A.015 No [document] record which is written in a language

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

of the Secretary of State pursuant to the provisions of this chapter

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

record into the English language.

Sec. 66. NRS 78A.030 is hereby amended to read as follows:

78A.030 1. Any corporation organized under chapter 78 of

NRS may become a close corporation pursuant to this chapter by

[executing,] signing, filing and recording, in accordance with NRS

78.390, a certificate of amendment of the certificate of incorporation

which must:

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

close corporation; and

(b) Meet the requirements of paragraph (a) of subsection 2 of

NRS 78A.020.

2. Except as otherwise provided in subsection 3, the

amendment must be adopted in accordance with the requirements of

NRS 78.380 or 78.390.

3. If an amendment is adopted in accordance with the

requirements of NRS 78.390, it must be approved by a vote of the

holders of record of at least two-thirds of the shares of each class of

stock of the corporation that are outstanding and entitled to vote,

unless the articles of incorporation or bylaws require approval by a

greater proportion.

Sec. 67. NRS 78A.040 is hereby amended to read as follows:

78A.040 1. The following statement must appear

conspicuously on each share certificate issued by a close

corporation:

The rights of stockholders in a close corporation may differ

materially from the rights of shareholders in other

corporations. Copies of the certificate of incorporation,

bylaws, shareholders’ agreements and other [documents,]

records, any of which may restrict transfers of stock and

affect voting and other rights, may be obtained by a

shareholder on written request to the corporation.

2. A person claiming an interest in the shares of a close

corporation that has complied with the requirement of subsection 1

is bound by the [documents] records referred to in the notice. A

person claiming an interest in the shares of a close corporation that

has not complied with the requirement of subsection 1 is bound by

any [document] record that he or a person through whom he claims

has knowledge or notice.

3. A close corporation shall provide to any shareholder upon

his written request and without charge, copies of the provisions that

restrict transfer or affect voting or other rights of shareholders

appearing in the articles of incorporation, bylaws, shareholders’

agreements or voting trust agreements filed with the corporations.

4. Except as otherwise provided in subsection 5, the close

corporation may refuse to register the transfer of stock into the name

of a person to whom the stock of a close corporation has been

transferred if the person has, or is presumed to have, notice that the

transfer of the stock is in violation of a restriction on the transfer of

stock. If the close corporation refuses to register the transfer of stock

into the name of the transferee, the close corporation must notify the

transferee of its refusal and state the reasons therefor.

5. Subsection 4 does not apply if:

(a) The transfer of stock, even if contrary to the restrictions on

transfer of stock, has been consented to by all the stockholders of

the close corporation; or

(b) The close corporation has amended its certificate of

incorporation in accordance with NRS 78A.180.

6. The provisions of this section do not impair any rights of a

transferee to:

(a) Rescind the transaction by which he acquired the stock; or

(b) Recover under any applicable warranty.

7. As used in this section, “transfer” is not limited to a transfer

for value.

Sec. 68. NRS 78A.090 is hereby amended to read as follows:

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

of directors if the certificate of incorporation contains a statement to

that effect.

2. An amendment to the certificate of incorporation eliminating

a board of directors must be approved:

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

otherwise entitled to vote on amendments; or

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

any, or if none, by the incorporators.

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

as authorized by subsection 1:

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

authority of, and the business and affairs of the corporation managed

under the direction of, the shareholders.

(b) Unless the articles of incorporation provide otherwise:

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

of both the board of directors and the shareholders is authorized if

approved by the shareholders; and

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

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

greater percentage of votes of the shareholders entitled to vote on

the action.

[document] record delivered for filing contain a statement that

specified action has been taken by the board of directors is satisfied

by a statement that the corporation is a close corporation without a

board of directors and that the action was approved by the

shareholders.

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

shareholders to sign [documents] records as designated directors.

4. An amendment to the articles of incorporation that deletes

the provision which eliminates a board of directors must be

approved by the holders of at least two-thirds of the votes of each

class or series of shares of the corporation, voting as separate voting

groups, whether or not otherwise entitled to vote on amendments.

The amendment must specify the number, names and mailing

addresses of the directors of the corporation or describe who will

perform the duties of the board of directors.

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

name, word or mark, including, without limitation, an electronic

signature as defined in NRS 719.100, with the present intention to

authenticate a document.]

Sec. 69. NRS 78A.110 is hereby amended to read as follows:

78A.110 Notwithstanding any law to the contrary, a person

who holds more than one office in a close corporation may

[execute,] sign, acknowledge or verify in more than one capacity

any [document] record required to be [executed,] signed,

acknowledged or verified by the holders of two or more offices.

Sec. 70. NRS 78A.190 is hereby amended to read as follows:

78A.190 1. The status of a corporation as a close corporation

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

chapter cease to exist or be fulfilled unless:

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

30 days after the event has been discovered by the corporation,

whichever is later, the corporation files with the Secretary of State

[an executed] a signed certificate stating that a specified provision

or condition included in the certificate of incorporation to qualify

the corporation as a close corporation has ceased to be applicable

and furnishes a copy of the certificate to each stockholder; and

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

takes such steps as are necessary to correct the situation that

threatens the status as a close corporation, including the refusal to

as provided by NRS 78A.050 or commencing a proceeding under

subsection 2.

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

the court has jurisdiction to:

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

losing its status as a close corporation.

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

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

the corporation or a stockholder that would be inconsistent with any

of the provisions or conditions required or permitted by this chapter

to be stated in the certificate of incorporation of a close corporation,

unless it is an act approved in accordance with NRS 78A.050.

stock of a close corporation that is contrary to the terms of the

certificate of incorporation or of any permitted restriction on

transfer.

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

stock of the close corporation.

Sec. 71. Chapter 80 of NRS is hereby amended by adding

thereto the provisions set forth as sections 72 and 73 of this act.

Sec. 72. “Record” means information that is inscribed on a

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

and is retrievable in perceivable form.

Sec. 73. “Sign” means to affix a signature to a record.

Sec. 74. NRS 80.001 is hereby amended to read as follows:

80.001 As used in this chapter, unless the context otherwise

requires, the words and terms defined in NRS 80.003 and 80.004

and sections 72 and 73 of this act have the meanings ascribed to

them in those sections.

Sec. 75. NRS 80.003 is hereby amended to read as follows:

80.003 [“Signed” means to have executed or adopted]

“Signature” means a name, word , symbol or mark[, including,]

executed or otherwise adopted, or a record encrypted or similarly

processed in whole or in part, by a person with the present intent

to identify himself and adopt or accept a record. The term

includes, without limitation, an electronic signature as defined in

NRS 719.100 . [, with the present intention to authenticate a

document.]

Sec. 76. NRS 80.005 is hereby amended to read as follows:

80.005 The Secretary of State may microfilm any [document]

record which is filed in his office by a foreign corporation pursuant

to this chapter and may return the original [document] record to the

corporation.

Sec. 77. NRS 80.006 is hereby amended to read as follows:

80.006 Before the issuance of stock, an incorporator or, after

the issuance of stock, an officer of a foreign corporation may

authorize the Secretary of State in writing to replace any page of a

[document] record submitted for filing[,] on an expedited basis,

before the actual filing, and to accept the page as if it were part of

the [originally signed filing.] original record.

Sec. 78. NRS 80.007 is hereby amended to read as follows:

80.007 1. A foreign corporation may correct a [document

filed by] record filed in the Office of the Secretary of State if the

[document] record contains an incorrect statement or was

defectively [executed,] signed, attested, sealed or verified.

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

(a) Prepare a certificate of correction which:

(1) States the name of the corporation;

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

limitation, its filing date;

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

incorrect or the manner in which the [execution] signing was

defective;

(4) Corrects the incorrect statement or defective [execution;]

signature; and

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

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

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

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

the uncorrected [document] record and adversely affected by the

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

filed.

Sec. 79. NRS 80.010 is hereby amended to read as follows:

80.010 1. Before commencing or doing any business in this

state, each corporation organized pursuant to the laws of another

state, territory, the District of Columbia, a possession of the United

States or a foreign country[,] that enters this state to do business

must:

(a) File in the Office of the Secretary of State of this state:

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

90 days before the date of filing by an authorized officer of the

jurisdiction of its incorporation setting forth the filing of

[documents] records and instruments related to the articles of

incorporation, or the governmental acts or other instrument or

authority by which the corporation was created. If the certificate is

in a language other than English, a translation, together with the

oath of the translator and his attestation of its accuracy, must be

attached to the certificate.

(2) A certificate of acceptance of appointment [executed]

signed by its resident agent, who must be a resident or located in

this state. The certificate must set forth the name of the resident

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

address if different from his street address. The street address of the

resident agent is the registered office of the corporation in this state.

(3) A statement [executed] signed by an officer of the

corporation setting forth:

(I) A general description of the purposes of the

corporation; and

(II) The authorized stock of the corporation and the

number and par value of shares having par value and the number of

shares having no par value.

(b) Lodge in the Office of the Secretary of State a copy of the

[document] record most recently filed by the corporation in the

jurisdiction of its incorporation setting forth the authorized stock of

the corporation, the number of par-value shares and their par value,

and the number of no-par-value shares.

2. The Secretary of State shall not file the [documents] records

required by subsection 1 for any foreign corporation whose name is

not 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, 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 incorporation.

3. The Secretary of State shall not accept for filing the

[documents] records required by subsection 1 or NRS 80.110 for

any foreign corporation if the name of the corporation contains the

words “engineer,” “engineered,” “engineering,” “professional

engineer,” “registered engineer” or “licensed engineer” unless the

State Board of Professional Engineers and Land Surveyors certifies

that:

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

engineering pursuant to the laws of this state; or

(b) The corporation is exempt from the prohibitions of

NRS 625.520.

4. The Secretary of State shall not accept for filing the

[documents] records required by subsection 1 or NRS 80.110 for

any foreign corporation if it appears from the [documents] records

that the business to be carried on by the corporation is subject to

supervision by the Commissioner of Financial Institutions, unless

the Commissioner certifies that:

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

business in this state; or

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

requirements for obtaining such authority.

5. The Secretary of State shall not accept for filing the

[documents] records required by subsection 1 or NRS 80.110 for

any foreign corporation if the name of the corporation contains the

words “accountant,” “accounting,” “accountancy,” “auditor” or

“auditing” unless the Nevada State Board of Accountancy certifies

that the foreign corporation:

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

NRS; or

(b) Has filed with the State Board of Accountancy under penalty

of perjury a written statement that the foreign corporation is not

engaged in the practice of accounting and is not offering to practice

accounting in this state.

6. The Secretary of State may adopt regulations that interpret

the requirements of this section.

Sec. 80. NRS 80.012 is hereby amended to read as follows:

80.012 1. The Secretary of State, when requested so to do,

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

available pursuant to NRS 80.010, for the use of any foreign

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

for use or reservation by any other artificial person forming,

organizing, registering or qualifying in the Office of the Secretary of

State pursuant to the provisions of this title without the written,

acknowledged consent of the person at whose request the

reservation was made.

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

of subsection 1 or NRS 80.010 may be enjoined, even if the

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

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

State.

Sec. 80.5. NRS 80.015 is hereby amended to read as follows:

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

activities do not constitute doing business in this state:

(a) Maintaining, defending or settling any proceeding;

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

carrying on other activities concerning internal corporate affairs;

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

and registration of the corporation’s own securities or maintaining

trustees or depositaries with respect to those securities;

(e) Making sales through independent contractors;

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

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

advertising, accepting those orders outside of this state and filling

them by shipping goods into this state;

(g) Creating or acquiring indebtedness, mortgages and security

interests in real or personal property;

(h) Securing or collecting debts or enforcing mortgages and

security interests in property securing the debts;

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

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

of a series of similar transactions;

(k) The production of motion pictures as defined in

NRS 231.020;

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

pursuant to the provisions of title 55 of NRS; and

(m) Transacting business in interstate commerce.

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

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

meaning of this section need not qualify or comply with any

provision of this chapter, chapter 645A, 645B or 645E of NRS or

title 55 or 56 of NRS unless he:

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

business; or

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

the provisions of chapter 666 or 666A of NRS.

4. The fact that a person is not doing business in this state

within the meaning of this section:

(a) Does not affect the determination of whether any court,

administrative agency or regulatory body in this state may exercise

personal jurisdiction over the person in any civil action, criminal

action, administrative proceeding or regulatory proceeding; and

(b) Except as otherwise provided in subsection 3, does not

affect the applicability of any other provision of law with respect to

the person and may not be offered as a defense or introduced in

evidence in any civil action, criminal action, administrative

proceeding or regulatory proceeding to prove that the person is not

doing business in this state, including, without limitation, any civil

action, criminal action, administrative proceeding or regulatory

proceeding involving an alleged violation of chapter 597, 598 or

598A of NRS.

5. As used in this section and for the purposes of NRS 80.016,

“deposits” means demand deposits, savings deposits and time

deposits, as those terms are defined in chapter 657 of NRS.

Sec. 81. NRS 80.025 is hereby amended to read as follows:

80.025 1. If a foreign corporation cannot qualify to do

business in this state because its name does not meet the

requirements of subsection 2 or 3 of NRS 80.010, it may apply for a

certificate to do business by having its board of directors adopt a

resolution setting forth the name under which the corporation elects

to do business in this state. The resolution may:

(a) Add to the existing corporate name a word, abbreviation or

other distinctive element; or

(b) Adopt a name different from its existing corporate name that

is available for use in this state.

2. In addition to the [documents] records required by

subsection 1 of NRS 80.010, the corporation shall file a resolution

certifying the adoption of the modified name.

3. If the Secretary of State determines that the modified

corporate name complies with the provisions of subsection 2 or 3 of

NRS 80.010, he shall issue the certificate in the foreign

corporation’s modified name if the foreign corporation otherwise

qualifies to do business in this state.

4. A foreign corporation doing business in this state under a

modified corporate name approved by the Secretary of State shall

use the modified name in its dealings and communications with the

Secretary of State.

Sec. 82. NRS 80.030 is hereby amended to read as follows:

80.030 1. Each foreign corporation admitted to do business in

this state shall, within 90 days after the filing of any [document]

record amendatory or otherwise relating to the original articles in

the place of its creation, file in the Office of the Secretary of State:

(a) A copy of the [document] record certified by an authorized

officer of the place of its creation, or a certificate evidencing the

filing, issued by the authorized officer of the place of its creation

with whom the [document] record was filed; and

(b) A statement of an officer of the corporation of the change

reflected by the filing of the [document,] record, showing its

relation to the name, authorized capital stock, or general purposes.

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

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

state or country in which it is incorporated, it shall, within 90 days

after the merger becomes effective, file a copy of the agreement of

merger filed in the place of its creation, certified by an authorized

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

proper officer of the place of its creation, attesting to the occurrence

of the event, in the Office of the Secretary of State.

3. The Secretary of State may revoke the right of a foreign

corporation to transact business in this state if it fails to file the

[documents] records required by this section or pay the fees incident

to that filing.

Sec. 83. NRS 80.050 is hereby amended to read as follows:

80.050 1. Except as otherwise provided in subsection 3,

foreign corporations shall pay the same fees to the Secretary of State

as are required to be paid by corporations organized pursuant to the

laws of this state, but the amount of fees to be charged must not

exceed:

(a) The sum of $25,000 for filing [documents] records for initial

qualification; or

(b) The sum of $25,000 for each subsequent filing of a

certificate increasing authorized capital stock.

2. If the corporate [documents] records required to be filed set

forth only the total number of shares of stock the corporation is

authorized to issue without reference to value, the authorized shares

shall be deemed to be without par value and the filing fee must be

computed pursuant to paragraph (b) of subsection 3 of NRS 78.760.

3. Foreign corporations which are nonprofit corporations and

do not have or issue shares of stock shall pay the same fees to the

Secretary of State as are required to be paid by nonprofit

corporations organized pursuant to the laws of this state.

4. The fee for filing a notice of withdrawal from the State of

Nevada by a foreign corporation is $60.

Sec. 84. NRS 80.070 is hereby amended to read as follows:

80.070 1. A foreign corporation may change its resident

agent by filing with the Secretary of State:

(a) A certificate of change, signed by an officer of the

corporation, setting forth:

(1) The name of the corporation;

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

and

(3) The name and street address of the new resident agent;

and

(b) A certificate of acceptance [executed] signed by the new

resident agent, which must be a part of or attached to the certificate

of change.

The change authorized by this subsection becomes effective upon

the filing of the certificate of change.

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

as resident agent may file with the Secretary of State a signed

statement that he is unwilling to continue to act as the agent of the

corporation for the service of process.

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

Secretary of State, the capacity of the resigning person as resident

agent terminates. If the statement of resignation is not accompanied

by a statement of the corporation appointing a successor resident

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

to the corporation, of the filing of the statement and its effect. The

notice must be addressed to any officer of the corporation other than

the resident agent.

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

corporation, within 30 days thereafter, shall file with the Secretary

of State a certificate of acceptance [executed] signed by the new

resident agent. The certificate must set forth the name of the new

resident agent, his street address for the service of process, and his

mailing address if different from his street address.

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

[executed] signed by a new resident agent within 30 days after the

death, resignation or removal of its resident agent shall be deemed

in default and is subject to the provisions of NRS 80.150 and

80.160.

Sec. 85. NRS 80.090 is hereby amended to read as follows:

80.090 If a foreign corporation doing business in this state

maintains and keeps in the State a resident agent as provided by

NRS 80.060 and files or has microfilmed the papers, [documents]

records and instruments required by NRS 80.010 to 80.040,

inclusive, the foreign corporation is entitled to the benefit of the

laws of this state limiting the time for the commencement of civil

actions.

Sec. 86. NRS 80.140 is hereby amended to read as follows:

80.140 1. Every list required to be filed under the provisions

of NRS 80.110 to 80.170, inclusive, must, after the name of each

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

mailing or street address, either residence or business, of each

officer and director.

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

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

and the corporation for which the list has been offered for filing is

subject to all the provisions of NRS 80.110 to 80.170, inclusive,

relating to failure to file the list within or at the times therein

specified, unless a list is subsequently submitted for filing which

conforms to the provisions of this section.

Sec. 87. NRS 80.200 is hereby amended to read as follows:

80.200 1. Any foreign corporation qualified to do business in

this state under the provisions of this chapter may withdraw

therefrom and surrender its right by:

(a) Filing with the Secretary of State a notice of its purpose so to

do, duly authorized to be given by resolution of its board of

directors and [executed under its corporate seal] signed by the

proper officers thereof; and

(b) Paying the fee required by NRS 80.050 for filing notice.

2. The provisions of subsection 1 apply only when the

corporation’s right to do business in this state at the time the notice

is submitted for filing has not been forfeited.

Sec. 88. Chapter 81 of NRS is hereby amended by adding

thereto the provisions set forth as sections 89 and 90 of this act.

Sec. 89. “Record” means information that is inscribed on a

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

and is retrievable in perceivable form.

Sec. 90. “Sign” means to affix a signature to a record.

Sec. 91. NRS 81.001 is hereby amended to read as follows:

81.001 As used in this chapter, unless the context otherwise

requires, the words and terms defined in NRS 81.0015 and 81.0025

and sections 89 and 90 of this act have the meanings ascribed to

them in those sections.

Sec. 92. NRS 81.0015 is hereby amended to read as follows:

81.0015 [“Signed” means to have executed or adopted]

“Signature” means a name, word , symbol or mark[, including,]

executed or otherwise adopted, or a record encrypted or similarly

processed in whole or in part, by a person with the present intent

to identify himself and adopt or accept a record. The term

includes, without limitation, an electronic signature as defined in

NRS 719.100 . [, with the present intention to authenticate a

document.]

Sec. 93. NRS 81.003 is hereby amended to read as follows:

81.003 No [document] record which is written in a language

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

of the Secretary of State pursuant to the provisions of this chapter

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

record into the English language.

Sec. 94. NRS 81.040 is hereby amended to read as follows:

81.040 Each corporation formed under NRS 81.010 to 81.160,

inclusive, must prepare and file articles of incorporation in writing,

setting forth:

1. The name of the corporation.

2. The purpose for which it is formed.

3. The name of the person designated as the resident agent, the

street address for the service of process, and the mailing address if

different from the street address.

4. The term for which it is to exist, which may be perpetual.

5. If formed with stock, the amount of its stock and the number

and par value, if any, and the shares into which it is divided, and the

amount of common and of preferred stock that may be issued with

the preferences, privileges, voting rights, restrictions and

qualifications pertaining thereto.

6. The names and addresses of those selected to act as

directors, not less than three, for the first year or until their

successors have been elected and have accepted office.

7. Whether the property rights and interest of each member are

equal or unequal, and if unequal the articles must set forth a general

rule applicable to all members by which the property rights and

interests of each member may be determined, but the corporation

may admit new members who may vote and share in the property of

the corporation with the old members, in accordance with the

general rule.

8. The name and [post office box] mailing or street address,

either residence or business, of each of the incorporators [executing]

signing the articles of incorporation.

Sec. 95. NRS 81.060 is hereby amended to read as follows:

81.060 1. The articles of incorporation must be:

(a) [Subscribed] Signed by three or more of the original

members, a majority of whom must be residents of this state.

(b) Filed, together with a certificate of acceptance of

appointment [executed] signed by the resident agent of the

corporation, in the Office of the Secretary of State in all respects in

the same manner as other articles of incorporation are filed.

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

inclusive, is authorized to issue stock , there must be paid to the

Secretary of State for filing the articles of incorporation the fee

applicable to the amount of authorized stock of the corporation

which the Secretary of State is required by law to collect upon the

filing of articles of incorporation which authorize the issuance of

stock.

3. The Secretary of State shall issue to the corporation over the

Great Seal of the State a certificate that a copy of the articles

containing the required statements of facts has been filed in his

office.

4. Upon the issuance of the certificate by the Secretary of State,

the persons signing the articles and their associates and successors

are a body politic and corporate. When so filed, the articles of

incorporation or certified copies thereof must be received in all the

courts of this state, and other places, as prima facie evidence of the

facts contained therein.

Sec. 96. NRS 81.200 is hereby amended to read as follows:

81.200 1. Every association formed under NRS 81.170 to

81.270, inclusive, shall prepare articles of association in writing,

setting forth:

(a) The name of the association.

(b) The purpose for which it is formed.

street address for service of process, and the mailing address if

different from the street address.

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

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

residences of those selected for the first year.

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

a fee for membership, and that each member signing the articles has

actually paid the fee.

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

equal.

(h) The name and [post office box] mailing or street address,

either residence or business, of each of the persons [executing]

signing the articles of association.

2. The articles of association must be [subscribed] signed by

the original associates or members.

3. The articles so [subscribed] signed must be filed, together

with a certificate of acceptance of appointment [executed] 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. 97. NRS 81.220 is hereby amended to read as follows:

81.220 Every association formed under NRS 81.170 to 81.270,

inclusive, may:

1. Sue and be sued in any court in its associate name.

2. Make and use a common seal and alter it at pleasure, but the

use or nonuse of such a seal does not affect the legality of any

[document.] record.

3. Receive by gift, devise or purchase, hold and convey, real

and personal property as the purposes of the association may

require.

4. Appoint such subordinate agents or officers as the business

may require.

5. Admit associates or members, and sell or forfeit their

interest in the association for default of installments, dues, work or

labor required, as provided by the bylaws.

6. Enter into any and all lawful contracts or obligations

essential to the transaction of its affairs, for the purpose for which it

was formed.

7. Borrow money.

8. Issue all such notes, bills or evidence of indebtedness or

mortgage as its bylaws may provide for.

9. Trade, barter, buy, sell and exchange.

10. Do all other things proper to be done for the purpose of

carrying into effect the objects for which the association is formed.

Sec. 98. NRS 81.230 is hereby amended to read as follows:

81.230 1. Every association formed under NRS 81.170 to

81.270, inclusive, must, within 40 days after it so becomes an

association, adopt a code of bylaws for the government and

management of the association, not inconsistent with NRS 81.170 to

81.270, inclusive. A majority of all the associates is necessary to the

adoption of bylaws, and the bylaws must be written in a book[, and

subscribed] and signed by the members adopting them.

2. The bylaws cannot be amended or modified except by the

vote of a majority of all the members after notice of the proposed

amendment is given as the bylaws may provide.

3. The bylaws must provide for the amount of the indebtedness

which the association may incur.

4. The association may, by its code of bylaws, provide for:

(a) The time, place and manner of calling and conducting its

meetings.

(b) The number of directors, the time of their election, their term

of office, the mode and manner of their removal, the mode and

manner of filling vacancies in the board caused by death,

resignation, removal or otherwise, and the power and authority of

directors, and how many thereof are necessary to the exercise of the

powers of the directors or of any officer.

and their term of office, the mode of removal, and the method of

filling a vacancy.

(d) The mode and manner of conducting business.

(e) The mode and manner of conducting elections, and may

provide for voting by ballots forwarded by mail or otherwise , [;] but

the method must secure the secrecy of the ballot.

(f) The mode and manner of succession of membership, and the

qualifications of membership, and on what conditions, and when

membership ceases, and the mode and manner of expulsion or

refusal of a member, but an expelled or refused member is entitled

to have a board of arbitration consisting of three persons, one

selected by the board of directors, one by the expelled or refused

member, and a third by the other two, appraise his interest in the

association in either money, property or labor, as the directors

choose, and to have the money, property or labor so awarded him

paid or delivered, or performed within 40 days after expulsion or

refusal.

(g) The amount of any membership fee, and the dues,

installments or labor which each member [shall be] is required to

pay or perform, if any, and the manner of collection or enforcement,

and for forfeiture or sale of a member’s interest for nonpayment or

nonperformance.

(h) The method, time and manner of permitting the withdrawal

of a member, if at all, and how his interest must be ascertained,

either in money or property, and within what time it must be paid or

delivered to the member.

(i) The mode and manner of ascertaining the interest of a

member at his death, if his legal representatives or none of them

desire to succeed to the membership, and whether the value of his

interest must be paid to his legal representatives in money, property

or labor, and within what time it must be paid, delivered or

performed , [;] but a withdrawing member or the legal representative

of a deceased member has the right to a board of arbitration the

same as is provided for expelled or refused members.

(j) Such other things as may be proper to carry out the purpose

for which the association was formed.

Sec. 99. NRS 81.440 is hereby amended to read as follows:

81.440 Each corporation formed under NRS 81.410 to 81.540,

inclusive, shall prepare and file articles of incorporation in writing,

setting forth:

1. The name of the corporation.

2. The purpose for which it is formed.

3. 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.

4. The term for which it is to exist, which may be perpetual.

5. The number of directors thereof, which must be not less than

three and which may be any number in excess thereof, and the

names and residences of those selected for the first year and until

their successors have been elected and have accepted office.

6. Whether the voting power and the property rights and

interest of each member are equal or unequal, and if unequal the

articles must set forth a general rule applicable to all members by

which the voting power and the property rights and interests of each

member may be determined, but the corporation may admit new

members who may vote and share in the property of the corporation

with the old members, in accordance with the general rule.

7. The name and [post office box] mailing or street address,

either residence or business, of each of the incorporators executing

the articles of incorporation.

Sec. 100. NRS 81.450 is hereby amended to read as follows:

81.450 1. The articles of incorporation must be:

(a) [Subscribed] Signed by three or more of the original

members, a majority of whom must be residents of this state.

(b) Filed, together with a certificate of acceptance of

appointment [executed] signed by the resident agent for the

corporation, in the Office of the Secretary of State in all respects in

the same manner as other articles of incorporation are filed.

2. The Secretary of State shall issue to the corporation over the

Great Seal of the State a certificate that a copy of the articles

containing the required statements of facts has been filed in his

office.

3. Upon the issuance of the certificate by the Secretary of State

the persons signing the articles and their associates and successors

are a body politic and corporate. When so filed, the articles of

incorporation or certified copies thereof must be received in all the

courts of this state, and other places, as prima facie evidence of the

facts contained therein.

Sec. 101. Chapter 82 of NRS is hereby amended by adding

thereto the provisions set forth as sections 102 and 103 of this act.

Sec. 102. “Record” means information that is inscribed on a

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

and is retrievable in perceivable form.

Sec. 103. 1. A corporation may correct a record filed in the

Office of the Secretary of State with respect to the corporation if

the record contains an inaccurate description of a corporate

action or if the record was defectively signed, attested, sealed,

verified or acknowledged.

2. To correct a record, the corporation shall:

(a) Prepare a certificate of correction which:

(1) States the name of the corporation;

(2) Describes the record, including, without limitation, its

filing date;

(3) Specifies the inaccuracy or defect;

(4) Sets forth the inaccurate or defective portion of the

record in an accurate or corrected form; and

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

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

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

of the record it corrects except as to persons relying on the

uncorrected record and adversely affected by the correction. As to

those persons, the certificate is effective when filed.

Sec. 104. NRS 82.006 is hereby amended to read as follows:

82.006 As used in this chapter , unless the context otherwise

requires, the words and terms defined in NRS 82.011 to 82.044,

inclusive, and section 102 of this act have the meanings ascribed to

them in those sections.

Sec. 105. NRS 82.011 is hereby amended to read as follows:

82.011 “Articles of incorporation” and “articles” are

synonymous terms and, unless the context otherwise requires,

include all certificates filed pursuant to NRS 82.081, 82.346, 82.356

and 82.371 and any [agreement] articles of merger filed pursuant to

NRS 92A.005 to 92A.260, inclusive.

Sec. 106. NRS 82.042 is hereby amended to read as follows:

82.042 “Sign” means to affix a signature to a [document.]

record.

Sec. 107. NRS 82.043 is hereby amended to read as follows:

82.043 “Signature” means a name, word , symbol or mark

executed or otherwise adopted , or a record encrypted or similarly

processed in whole or in part, by a person with the present

[intention to authenticate a document.] intent to identify himself

and adopt or accept a record. The term includes, without

[imitation,] limitation, an electronic signature as defined in

NRS 719.100.

Sec. 108. NRS 82.061 is hereby amended to read as follows:

82.061 1. A certificate of election to accept this chapter

pursuant to NRS 82.056 must be signed by [the president or a vice

president and by the secretary or an assistant secretary] an officer of

the corporation and must set forth:

(a) The name of the corporation.

(b) A statement by the corporation that it has elected to accept

this chapter and adopt new articles of incorporation conforming to

the provisions of this chapter and any other statutes pursuant to

which the corporation may have been organized.

a statement setting forth the date of the meeting of the members or

stockholders at which the election to accept this chapter and adopt

new articles was made, that a quorum was present at the meeting

and that acceptance and adoption was authorized by at least a

majority of the votes which members or stockholders present at the

meeting in person or by proxy were entitled to cast.

(d) If there are no members or stockholders entitled to vote

thereon, a statement of that fact, the date of the meeting of the board

of directors at which the election to accept and adopt was made, that

a quorum was present at the meeting and that the acceptance and

adoption were authorized by a majority vote of the directors present

at the meeting.

(e) A statement that, in addition, the corporation followed the

requirements of the law under which it was organized, its old

articles of incorporation and its old bylaws so far as applicable in

effecting the acceptance.

(f) A statement that the attached copy of the articles of

incorporation of the corporation are the new articles of incorporation

of the corporation.

(g) If the corporation has issued shares of stock, a statement of

that fact including the number of shares theretofore authorized, the

number issued and outstanding and that upon the effective date of

the certificate of acceptance the authority of the corporation to issue

shares of stock is thereby terminated.

2. The certificate so signed must be filed in the Office of the

Secretary of State.

Sec. 109. NRS 82.063 is hereby amended to read as follows:

82.063 1. The board of directors of a corporation without

shares of stock which was organized before October 1, 1991,

pursuant to any provision of chapter 81 of NRS or a predecessor

statute and whose permissible term of existence as stated in the

articles of incorporation has expired , may, within 10 years after the

date of the expiration of its existence, elect to revive its charter and

accept this chapter by adopting a resolution reviving the expired

charter and adopting new articles of incorporation conforming to

this chapter and any other statutes pursuant to which the corporation

may have been organized. The new articles of incorporation need

not contain the names, addresses, signatures or acknowledgments of

the incorporators.

2. A certificate of election to accept this chapter pursuant to

this section must be signed by [the president or a vice president] an

officer of the corporation and must set forth:

(a) The name of the corporation.

(b) A statement by the corporation that it has elected to accept

this chapter and adopt new articles of incorporation conforming to

the provisions of this chapter and any other statutes pursuant to

which the corporation may have been organized.

charter it has remained organized and continued to carry on the

activities for which it was formed and authorized by its original

articles of incorporation and amendments thereto, and desires to

continue through revival its existence pursuant to and subject to the

provisions of this chapter.

(d) A statement that the attached copy of the articles of

incorporation of the corporation are the new articles of incorporation

of the corporation.

(e) A statement setting forth the date of the meeting of the board

of directors at which the election to accept and adopt was made, that

a quorum was present at the meeting and that the acceptance and

adoption were authorized by a majority vote of the directors present

at the meeting.

3. The certificate so signed and a certificate of acceptance of

appointment [executed] signed by the resident agent of the

corporation must be filed in the Office of the Secretary of State.

4. The new articles of incorporation become effective on the

date of filing the certificate. The corporation’s existence continues

from the date of expiration of the original term, with all the

corporation’s rights, franchises, privileges and immunities and

subject to all its existing and preexisting debts, duties and liabilities.

Sec. 110. NRS 82.081 is hereby amended to read as follows:

82.081 1. One or more natural persons may associate to

establish a corporation no part of the income or profit of which is

distributable to its members, directors or officers, except as

otherwise provided in this chapter, for the transaction of any lawful

business, or to promote or conduct any legitimate object or purpose,

pursuant and subject to the requirements of this chapter, by:

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

of State articles of incorporation; and

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

signed by the resident agent of the corporation, in the Office of the

Secretary of State.

2. The Secretary of State shall require articles of incorporation

to be in the form prescribed by NRS 82.086. If any articles are

defective in this respect, the Secretary of State shall return them for

correction.

Sec. 111. NRS 82.086 is hereby amended to read as follows:

82.086 The articles of incorporation must set forth:

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

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

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

such as “Incorporated,” “Inc.,” “Limited,” “Ltd.,” “Company,”

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

not being a natural person.

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

resident agent, his street address where he maintains an office for

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

street address.

3. That the corporation is a nonprofit corporation.

4. The nature of the business, or objects or purposes proposed

to be transacted, promoted or carried on by the corporation. It is

sufficient to state, either alone or with other purposes, that the

corporation may engage in any lawful activity, subject to expressed

limitations, if any. Such a statement makes all lawful activities

within the objects or purposes of the corporation.

5. The [number,] names and [post office box] mailing or street

addresses, residence or business, of the first board of directors or

trustees, together with any desired provisions relative to the right to

change the number of directors.

6. The names and [post office box] mailing or street address,

residence or business, of each of the incorporators signing the

articles of incorporation.

Sec. 112. NRS 82.101 is hereby amended to read as follows:

82.101 1. The Secretary of State, when requested to do so,

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

available under NRS 82.096 for the use of any proposed

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

for use or reservation by any other artificial person forming,

organizing, registering or qualifying in the Office of the Secretary of

State pursuant to the provisions of this title without the written,

acknowledged consent of the person at whose request the

reservation was made.

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

of subsection 1 or NRS 82.096 may be enjoined, even if the

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

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

State.

Sec. 113. NRS 82.126 is hereby amended to read as follows:

82.126 1. Every corporation, by virtue of its existence as

such, may adopt and use a common seal or stamp, and alter it at

pleasure.

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

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

or stamp, if it desires, but use or failure to use does not in any way

affect the legality of the [document.] record.

Sec. 114. NRS 82.181 is hereby amended to read as follows:

82.181 1. A corporation shall keep a copy of the following

records at its registered office:

(a) A copy, certified by the Secretary of State, of its articles and

all amendments thereto;

(b) A copy, certified by an officer of the corporation, of its

bylaws and all amendments thereto;

duplicate members’ ledger, revised annually, containing the names,

alphabetically arranged, of all persons who are members of the

corporation, showing their places of residence, if known , and the

class of membership held by each; or

(d) In lieu of the members’ ledger or duplicate members’ ledger

specified in paragraph (c), a statement setting out the name of the

custodian of the members’ ledger or duplicate members’ ledger, and

the present and complete [post office address, including street and

number, if any,] mailing or street address where the members’

ledger or duplicate members’ ledger specified in this section is kept.

2. A corporation must maintain the records required by

subsection 1 in written form or in another form capable of

conversion into written form within a reasonable time.

3. A director or any person who has been a member of record

of a corporation for at least 6 months, or at least 5 percent of the

members of the corporation, upon at least 5 days’ written demand, is

entitled to inspect in person or by agent or attorney, during usual

business hours, the members’ ledger or duplicate ledger, whether

kept in the registered office or elsewhere as provided in paragraph

(d) of subsection 1, and to make copies therefrom. Every

corporation that neglects or refuses to keep the members’ ledger or

duplicate copy thereof open for inspection, as required in this

subsection, shall forfeit to the State the sum of $25 for every day of

such neglect or refusal.

4. An inspection authorized by subsection 3 may be denied to a

member or other person upon his refusal to furnish to the

corporation an affidavit that the inspection is not desired for any

purpose not relating to his interest as a member, including, but not

limited, to those purposes set forth in subsection 6.

5. When the corporation keeps and maintains a statement in the

manner provided for in paragraph (d) of subsection 1, the

information contained thereon must be given to any director or

member of such corporation as provided in subsection 2 when the

demand is made during business hours. Every corporation that

neglects or refuses to keep such statement available, as required in

this subsection, shall forfeit to the State the sum of $25 for every

day of such neglect or refusal.

6. It is a defense to any action to enforce the provisions of this

section or for charges, penalties or damages under this section that

the person suing has used or intends to use the list for any of the

following purposes:

(a) To solicit money or property from the members unless the

money or property will be used solely to solicit the votes of

members;

(b) For any commercial purpose or purpose in competition with

the corporation;

(d) For any other purpose not related to his interest as a member.

7. This section does not impair the power or jurisdiction of any

court to compel the production for examination of the books of a

corporation in any proper case.

8. In every instance where an attorney or other agent of the

director or member seeks the right of inspection, the demand must

be accompanied by a power of attorney [executed] signed by the

director or member authorizing the attorney or other agent to inspect

on behalf of the director or member.

9. The right to copy records under subsection 3 includes, if

reasonable, the right to make copies by photographic, xerographic or

other means.

10. The corporation may impose a reasonable charge, covering

costs of labor, materials and copies of any [documents] records

provided to the member or director.

Sec. 115. NRS 82.186 is hereby amended to read as follows:

82.186 1. Any director or person authorized in writing by at

least 15 percent of the members of the corporation upon at least 5

days’ written demand[,] is entitled to inspect in person or by agent

or attorney, during normal business hours, the books of account and

all financial records of the corporation and to make extracts

therefrom. The right of members and directors to inspect the

corporate records may not be limited in the articles or bylaws of any

corporation.

2. All costs for making extracts of records must be borne by

the person exercising his rights under subsection 1.

3. The rights authorized by subsection 1 may be denied to a

director or member upon his refusal to furnish the corporation an

affidavit that such inspection, extracts or audit is not desired for any

purpose not related to his interest in the corporation as a director or

member. Any director or member or other person, exercising rights

under subsection 1, who uses or attempts to use information,

[documents,] records or other data obtained from the corporation,

for any purpose not related to his interest in the corporation as a

director or member, is guilty of a gross misdemeanor.

4. A director or member who brings an action or proceeding to

enforce any right under this section or to recover damages resulting

from its denial:

(a) Is entitled to costs and reasonable attorney’s fees, if he

prevails; or

(b) Is liable for such costs and fees, if he does not prevail, in the

action or proceeding.

5. It is a defense to any action to enforce the provisions of this

section or for damages or penalties under this section that the person

seeking an inspection of the books of account and financial records,

or extracts thereof, has used or intends to use any such accounts and

records for any of the following reasons:

(a) For any commercial purpose or purpose in competition with

the corporation;

(b) To sell to any person; or

or director.

6. The rights and remedies of this section are not available to

members of any corporation that makes available at no cost to its

members a detailed annual financial statement.

Sec. 116. NRS 82.216 is hereby amended to read as follows:

82.216 1. The statement in the articles or bylaws of the

objects, purposes, powers and authorized business of the corporation

constitutes, as between the corporation and its directors, officers or

members, an authorization to the directors and a limitation upon the

actual authority of the representatives of the corporation. These

limitations may be asserted in a proceeding by a director or a

member entitled to vote for the election of directors or the Attorney

General to enjoin the doing or continuation of unauthorized business

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

parties have not acquired rights thereby, or to dissolve the

corporation, or in a proceeding by the corporation, a director or a

member entitled to vote for the election of directors suing in a

representative suit against the officers or directors of the corporation

for violation of their authority.

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

corporation or upon the powers of the members, officers or

directors, or the manner of exercise of such powers, contained in or

implied by the articles or bylaws may be asserted as between the

corporation, the directors or members and any third person.

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

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

directors, or is done within the scope of the authority, actual or

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

corporation acquires rights thereunder, whether the contract is

[executed] signed or is wholly or in part executory.

Sec. 117. NRS 82.321 is hereby amended to read as follows:

82.321 1. At any meeting of the members of any corporation,

any member may designate another person or persons to act as a

proxy or proxies. If a member 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, have and may exercise all of the

powers conferred by the member upon all of the persons so

designated unless the member provides otherwise.

2. Without limiting the manner in which a member may

authorize another person or persons to act for him as proxy pursuant

to subsection 1, the following constitutes valid means by which a

member may grant such authority:

(a) A member may [execute] sign a writing authorizing another

person or persons to act for him as proxy. [Execution may be

accomplished by the member or his authorized officer, director,

employee or agent’s signing the writing or causing his signature to

be affixed to the writing by any reasonable means, including, but not

limited to, by facsimile signature.]

(b) A member may authorize another person or persons to act

for him as proxy by transmitting or authorizing the transmission of a

telegram, cablegram or other means of electronic transmission to the

person who will be the holder of the proxy or to a firm which

solicits proxies, or like agent authorized by the person who will be

the holder of the proxy to receive the transmission. Any such

telegram, cablegram or other means of electronic transmission must

either set forth or be submitted with information from which it can

be determined that the telegram, cablegram or other electronic

transmission was authorized by the member. If it is determined that

the telegram, cablegram or other electronic transmission is valid, the

persons appointed by the corporation to count the votes of members

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 telecopier, or other reliable

reproduction of the writing or transmission created pursuant to

subsection 2 may be substituted for the original writing or

transmission for any purpose for which the original writing or

transmission could be used, if the copy, communication by

telecopier, or other reproduction is a complete reproduction of the

entire original writing or transmission.

4. No such proxy is valid after the expiration of 6 months from

the date of its creation, unless coupled with an interest, or unless the

member 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

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 members and determine the

validity of proxies and ballots.

Sec. 117.5. NRS 82.326 is hereby amended to read as follows:

82.326 1. Except as otherwise provided in subsection 5 and

unless prohibited or limited by the articles or bylaws, an action that

may be taken at a regular or special meeting of members, including

the election of directors, may be taken without a meeting if the

corporation mails or delivers a written ballot to every member

entitled to vote on the matter.

2. A written ballot must:

(a) Set forth each proposed action or candidate; and

(b) Provide an opportunity to vote for or against each proposed

action.

3. Approval by written ballot under this section is valid only

when the number of votes cast by ballot equals or exceeds the

quorum required to be present at a meeting authorizing the action,

and the number of approvals equals or exceeds the number of votes

that would be required to approve the matter at a meeting at which

the total number of votes cast was the same as the number of votes

cast by ballot.

4. Solicitations for votes by written ballot must:

(a) Indicate the number of responses needed to meet the

requirement of a quorum;

(b) State the percentage of approvals necessary to approve each

matter other than election of directors; and

corporation in order to be counted.

5. Except as otherwise provided in the articles or bylaws, a

written ballot may not be revoked.

6. Nothing in this section shall be construed to restrict the

rights of a corporation to act as provided in NRS 82.276.

Sec. 118. 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 [executing] 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 is effective upon the filing of the certificate

with the Secretary of State.

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

in conformity with this chapter.

4. The Secretary of State shall charge the fee allowed by law

for filing the amended certificate of incorporation.

Sec. 119. NRS 82.351 is hereby amended to read as follows:

82.351 1. A corporation whose directors have held a first

meeting or which has members who are not incorporators may

amend its articles in any of the following respects:

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

diminution thereof, or both.

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

part, for those prescribed by its articles of incorporation.

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

incorporation that may be desired.

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

certificate of amendment. Articles so amended, changed or altered

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

to insert in original articles, pursuant to NRS 82.086 and 82.091 or

the other statutes governing the contents of the corporation’s

articles, if the original articles were [executed] signed and filed at

the time of making the amendment.

Sec. 120. NRS 82.356 is hereby amended to read as follows:

82.356 1. Every 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 every public official or other person

whose approval of an amendment of articles is required by the

articles.

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

to each member entitled to vote pursuant to the provisions of this

section, a vote of the members entitled to vote in person or by proxy

must be taken for and against the proposed amendment. A majority

of a quorum of the voting power of the members or such greater

proportion of the voting power of members as may be required in

the case of a vote by classes, as provided in subsection 3, or as may

be required by the articles, must vote in favor of the amendment.

corporation has members entitled to vote on an amendment to the

articles, by both the directors and those members, and such other

persons or public officers, if any, as are required to do so by the

articles, [the chairman of the board or the president or vice

president, and the secretary or assistant secretary, must execute] 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 [executed] signed must be filed in the

Office of the Secretary of State.

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

amended accordingly.

3. If any proposed amendment would alter or change any

preference or any relative or other right given to any class of

members, then the amendment must be approved by the vote, in

addition to the affirmative vote otherwise required, of the holders of

a majority of a quorum of the voting power of each class of

members affected by the amendment regardless of limitations or

restrictions on their voting power.

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

require a larger vote of members than that required by this section.

Sec. 121. 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,

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 [the chairman of the board or the president or vice

president, and the secretary or assistant secretary,] an officer of the

corporation and must state that [they have] he has been authorized

to [execute] 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

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. 122. 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 setting

forth that the dissolution has been approved in compliance with this

section, together with a list of the names and residences of the

directors and officers, [executed by the chairman of the board,

president or vice president, and the secretary or an assistant

secretary,] signed by an officer 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, [executed] 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.

Sec. 123. NRS 82.526 is hereby amended to read as follows:

82.526 The Secretary of State may microfilm any [document]

record which is filed in his office by a corporation pursuant to this

chapter and may return the original [document] record to the

corporation.

Sec. 124. NRS 82.528 is hereby amended to read as follows:

82.528 No [document] record which is written in a language

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

of the Secretary of State pursuant to the provisions of this chapter

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

record into the English language.

Sec. 125. NRS 82.531 is hereby amended to read as follows:

82.531 1. The fee for filing articles of incorporation,

amendments to or restatements of articles of incorporation,

certificates pursuant to NRS 82.061 and 82.063 and [documents]

records for dissolution is $25 for each [document.] record.

2. Except as otherwise provided in NRS 82.193 and subsection

1, the fees for filing [documents] records are those set forth in NRS

78.765 to 78.785, inclusive.

Sec. 126. NRS 82.533 is hereby amended to read as follows:

82.533 An incorporator or officer of a corporation may

authorize the Secretary of State in writing to replace any page of a

[document] record submitted for filing on an expedited basis, before

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

originally signed filing. The signed authorization of the incorporator

or officer to the Secretary of State permits, but does not require, the

Secretary of State to alter the original [document] record as

requested.

Sec. 127. 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 resident agent of the

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

address.

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

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

before the date of the certificate.

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

and, if not perpetual, the time for which the renewal or revival is to

continue.

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

charter is, or has been, organized and carrying on the business

authorized by its existing or original charter and amendments

thereto, and desires to renew or continue through revival its

existence pursuant to and subject to the provisions of this chapter.

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

directors and their [post office box and] 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. 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 [execution]

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. 128. Chapter 84 of NRS is hereby amended by adding

thereto the provisions set forth as sections 129 and 130 of this act.

Sec. 129. “Record” means information that is inscribed on a

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

and is retrievable in perceivable form.

Sec. 130. “Sign” means to affix a signature to a record.

Sec. 131. NRS 84.002 is hereby amended to read as follows:

84.002 As used in this chapter, unless the context otherwise

requires, the words and terms defined in NRS 84.004 and 84.006

and sections 129 and 130 of this act have the meanings ascribed to

them in those sections.

Sec. 132. NRS 84.004 is hereby amended to read as follows:

84.004 [“Signed” means to have] “Signature” means a name,

word, symbol or mark executed or otherwise adopted [a name, word

or mark, including,] , or a record encrypted or similarly processed

in whole or in part, by a person with the present intent to identify

himself and adopt or accept a record. The term includes, without

limitation, an electronic signature as defined in NRS 719.100 . [,

with the present intention to authenticate a document.]

Sec. 133. NRS 84.020 is hereby amended to read as follows:

84.020 An archbishop, bishop, president, trustee in trust,

president of stake, president of congregation, overseer, presiding

elder, district superintendent, other presiding officer or clergyman of

a church or religious society or denomination, who has been chosen,

elected or appointed in conformity with the constitution, canons,

rites, regulations or discipline of the church or religious society or

denomination, and in whom is vested the legal title to property held

for the purposes, use or benefit of the church or religious society or

denomination, may make and [subscribe] sign written articles of

incorporation, in duplicate, and file one copy of the articles, together

with a certificate of acceptance of appointment [executed] signed by

the resident agent of the corporation, in the Office of the Secretary

of State and retain possession of the other.

Sec. 134. NRS 84.090 is hereby amended to read as follows:

84.090 1. The fee for filing articles of incorporation,

amendments to or restatements of articles of incorporation,

certificates of reinstatement and [documents] records for dissolution

is $25 for each [document.] record.

2. Except as otherwise provided in this chapter, the fees set

forth in NRS 78.785 apply to this chapter.

Sec. 135. NRS 84.100 is hereby amended to read as follows:

84.100 No [document] record which is written in a language

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

of the Secretary of State pursuant to the provisions of this chapter

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

record into the English language.

Sec. 136. NRS 84.110 is hereby amended to read as follows:

84.110 1. Every corporation sole must have a resident agent

in the manner provided in NRS 78.090 and 78.095, subsections 1 to

4, inclusive, of NRS 78.097 and NRS 78.110. The resident agent

shall comply with the provisions of those sections.

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

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

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

deemed in default and is subject to the provisions of NRS 84.130

and 84.140.

3. No corporation sole may be required to file an annual list of

officers, directors and designation of resident agent.

Sec. 137. NRS 84.120 is hereby amended to read as follows:

84.120 1. A resident agent who wishes to resign shall file

with the Secretary of State a signed statement for each corporation

sole that he is unwilling to continue to act as the agent of the

corporation for the service of process. A resignation is not effective

until the signed statement is filed with the Secretary of State.

2. The statement of resignation may contain a statement of the

affected corporation sole appointing a successor resident agent for

that corporation. A certificate of acceptance [executed] signed by

the new resident agent, stating the full name, complete street address

and, if different from the street address, mailing address of the new

resident agent, must accompany the statement appointing a

successor resident agent.

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

Secretary of State, the capacity of the resigning person as resident

agent terminates. If the statement of resignation contains no

statement by the corporation sole appointing a successor resident

agent, the resigning resident agent shall immediately give written

notice, by mail, to the corporation of the filing of the statement and

its effect. The notice must be addressed to the person in whom is

vested the legal title to property specified in NRS 84.020.

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

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

Secretary of State a certificate of acceptance [executed] signed by

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

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

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

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

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

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

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

deemed in default and is subject to the provisions of NRS 84.130

and 84.140.

Sec. 138. NRS 84.150 is hereby amended to read as follows:

84.150 1. Except as otherwise provided in subsections 3 and

4, the Secretary of State shall reinstate any corporation sole 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 corporate privileges and immunities, if it:

(a) Files with the Secretary of State a certificate of acceptance of

appointment [executed] signed by the resident agent of the

corporation; and

(b) Pays to the Secretary of State:

(1) The filing fees and penalties set forth in this chapter for

each year or portion thereof during which its charter has been

revoked; and

(2) A fee of $25 for reinstatement.

2. When the Secretary of State reinstates the corporation to its

former rights, he shall:

(a) Immediately issue and deliver to the corporation a certificate

of reinstatement authorizing it to transact business, as if the fees had

been paid when due; and

(b) Upon demand, issue to the corporation a certified copy of the

certificate of reinstatement.

3. The Secretary of State shall not order a reinstatement unless

all delinquent fees and penalties have been paid, and the revocation

of its charter occurred only by reason of its failure to pay the fees

and penalties.

4. If a corporate charter has been revoked pursuant to the

provisions of this chapter and has remained revoked for 10

consecutive years, the charter must not be reinstated.

Sec. 139. Chapter 86 of NRS is hereby amended by adding

thereto the provisions set forth as sections 140, 141 and 142 of this

act.

Sec. 140. “Record” means information that is inscribed on a

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

and is retrievable in perceivable form.

Sec. 141. 1. For the purposes of NRS 86.543 to 86.549,

inclusive, and sections 141 and 142 of this act, the following

activities do not constitute transacting business in this state:

(a) Maintaining, defending or settling any proceeding;

(b) Holding meetings of the managers or members or carrying

on other activities concerning internal company affairs;

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

and registration of the company’s own securities or maintaining

trustees or depositaries with respect to those securities;

(e) Making sales through independent contractors;

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

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

advertising, accepting those orders outside this state and filling

them by shipping goods into this state;

(g) Creating or acquiring indebtedness, mortgages and

security interests in real or personal property;

(h) Securing or collecting debts or enforcing mortgages and

security interests in property securing the debts;

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

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

part of a series of similar transactions;

(k) The production of motion pictures as defined in

NRS 231.020;

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

institution pursuant to the provisions of title 55 of NRS; and

(m) Transacting business in interstate commerce.

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

3. A person who is not transacting business in this state

within the meaning of this section need not qualify or comply with

any provision of this chapter, title 55 or 56 of NRS or chapter

645A, 645B or 645E of NRS unless he:

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

business; or

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

the provisions of chapter 666 or 666A of NRS.

4. The fact that a person is not transacting business in this

state within the meaning of this section:

(a) Does not affect the determination of whether any court,

administrative agency or regulatory body in this state may exercise

personal jurisdiction over the person in any civil action, criminal

action, administrative proceeding or regulatory proceeding; and

(b) Except as otherwise provided in subsection 3, does not

affect the applicability of any other provision of law with respect to

the person and may not be offered as a defense or introduced in

evidence in any civil action, criminal action, administrative

proceeding or regulatory proceeding to prove that the person is not

transacting business in this state, including, without limitation,

any civil action, criminal action, administrative proceeding or

regulatory proceeding involving an alleged violation of chapter

597, 598 or 598A of NRS.

5. As used in this section, “deposits” means demand deposits,

savings deposits and time deposits, as those terms are defined in

chapter 657 of NRS.

Sec. 142. 1. For the purposes of section 141 of this act, a

solicitation of a deposit is made in this state, whether or not either

party is present in this state, if the solicitation:

(a) Originates in this state; or

(b) Is directed by the solicitor to a destination in this state and

received where it is directed, or at a post office in this state if the

solicitation is mailed.

2. A solicitation of a deposit is accepted in this state if

acceptance:

(a) Is communicated to the solicitor in this state; and

(b) Has not previously been communicated to the solicitor,

orally or in writing, outside this state.

Acceptance is communicated to the solicitor in this state, whether

or not either party is present in this state, if the depositor directs it

to the solicitor reasonably believing the solicitor to be in this state

and it is received where it is directed, or at any post office in this

state if the acceptance is mailed.

3. A solicitation made in a newspaper or other publication of

general, regular and paid circulation is not made in this state if

the publication:

(a) Is not published in this state; or

(b) Is published in this state but has had more than two-thirds

of its circulation outside this state during the 12 months preceding

the solicitation.

If a publication is published in editions, each edition is a separate

publication except for material common to all editions.

4. A solicitation made in a radio or television program or

other electronic communication received in this state which

originates outside this state is not made in this state. A radio or

television program or other electronic communication shall be

deemed to have originated in this state if the broadcast studio or

origin of the source of transmission is located within the State,

unless:

(a) The program or communication is syndicated and

distributed from outside this state for redistribution to the general

public in this state;

(b) The program is supplied by a radio, television or other

electronic network whose electronic signal originates outside this

state for redistribution to the general public in this state;

originates outside this state and is captured for redistribution to

the general public in this state by a community antenna or cable,

radio, cable television or other electronic system; or

(d) The program or communication consists of an electronic

signal which originates within this state, but which is not intended

for redistribution to the general public in this state.

Sec. 143. 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 140 of this act have the meanings ascribed to

them in those sections.

Sec. 144. NRS 86.126 is hereby amended to read as follows:

86.126 “Sign” means to affix a signature to a [document.]

record.

Sec. 145. NRS 86.127 is hereby amended to read as follows:

86.127 “Signature” means a name, word , symbol or mark

executed or otherwise adopted , or a record encrypted or similarly

processed in whole or in part, by a person with the present

[intention to authenticate a document.] intent to identify himself

and adopt or accept a record. The term includes, without limitation,

an electronic signature as defined in NRS 719.100.

Sec. 146. NRS 86.151 is hereby amended to read as follows:

86.151 1. One or more persons may form a limited-liability

company by:

(a) [Executing] Signing and filing with the Secretary of State

articles of organization for the company; and

(b) Filing with the Secretary of State a certificate of acceptance

of appointment, [executed] signed by the resident agent of the

company.

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

certificate of acceptance with the Secretary of State, and the

payment to him of the required filing fees, the Secretary of State

shall issue to the company a certificate that the articles, containing

the required statement of facts, have been filed.

3. A signer of the articles of organization or a manager

designated in the articles does not thereby become a member of the

company. At all times after commencement of business by the

company, the company must have one or more members. The filing

of the articles does not, by itself, constitute commencement of

business by the company.

Sec. 147. 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;

residence or business, of each of the organizers [executing] signing

the articles; and

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

(1) One or more managers, the name and [post office]

mailing or street address, either residence or business, of each

initial manager; or

(2) The members, the name and [post office] mailing or

street address, either residence or business, of each initial member.

2. The articles may set forth any other provision, not

inconsistent with law, which the members elect to set out in the

articles of organization for the regulation of the internal affairs of

the company, including any provisions which under this chapter are

required or permitted to be set out in the operating agreement of the

company.

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

(a) The rights[, if any,] of the members to contract debts on

behalf of the limited-liability company[; or

(b)] 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

Sec. 148. 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 of

these.

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 words “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 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 may adopt regulations that interpret

the requirements of this section.

Sec. 149. NRS 86.176 is hereby amended to read as follows:

86.176 1. The Secretary of State, when requested so to do,

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

available under NRS 86.171, for the use of any proposed limited-

liability company. During the period, a name so reserved is not

available for use or reservation by any other artificial person

forming, organizing, registering or qualifying in the Office of the

Secretary of State pursuant to the provisions of this title without the

written, acknowledged consent of the person at whose request

the reservation was made.

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

of subsection 1 or NRS 86.171 may be enjoined, even if the

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

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

State.

Sec. 150. 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 one or

more managers or members; and

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 [executed] 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,

setting forth which provisions of the articles of organization on file

with the Secretary of State are being altered or amended.

Sec. 151. 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 [executes] 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 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;

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 $150.

Sec. 152. NRS 86.241 is hereby amended to read as follows:

86.241 1. Each limited-liability company shall continuously

maintain in this state an office, which may but need not be a place of

its business in this state, at which it shall keep, unless otherwise

provided by an operating agreement:

(a) A current list of the full name and last known business

address of each member and manager, separately identifying the

members in alphabetical order and the managers, if any, in

alphabetical order;

(b) A copy of the filed articles of organization and all

amendments thereto, together with [executed] signed copies of any

powers of attorney pursuant to which any [document] record has

been [executed;] signed; and

company.

2. Records kept pursuant to this section are subject to

inspection and copying at the reasonable request, and at the expense,

of any member during ordinary business hours, unless otherwise

provided in an operating agreement.

Sec. 153. NRS 86.251 is hereby amended to read as follows:

86.251 1. A resident agent who desires to resign shall file

with the Secretary of State a signed statement for each limited-

liability company that he is unwilling to continue to act as the agent

of the limited-liability company for the service of process. A

resignation is not effective until the signed statement is filed with

the Secretary of State.

2. The statement of resignation may contain a statement of the

affected limited-liability company appointing a successor resident

agent for that limited-liability company, giving the agent’s full

name, street address for the service of process, and mailing address

if different from the street address. A certificate of acceptance

[executed] signed by the new resident agent must accompany the

statement appointing a successor resident agent.

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

Secretary of State , the capacity of the resigning person as resident

agent terminates. If the statement of resignation contains no

statement by the limited-liability company appointing a successor

resident agent, the resigning agent shall immediately give written

notice, by mail, to the limited-liability company of the filing of the

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

manager or, if none, to any member[,] of the limited-liability

company other than the resident agent.

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

limited-liability company, within 30 days thereafter, shall file with

the Secretary of State a certificate of acceptance [executed] signed

by the new resident agent. The certificate must set forth the name,

complete street address and mailing address, if different from the

street address, of the new resident agent.

5. Each limited-liability company which fails to file a

certificate of acceptance [executed] signed by the new resident

agent within 30 days after the death, resignation or removal of its

resident agent as provided in subsection 4[,] shall be deemed in

default and is subject to the provisions of NRS 86.272 and 86.274.

Sec. 154. NRS 86.269 is hereby amended to read as follows:

86.269 1. Every list required to be filed under the provisions

of NRS 86.263 must, after the name of each manager and member

listed thereon, set forth the [post office box] mailing or street

address, either residence or business, of each manager or member.

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

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

and the limited-liability company for which the list has been offered

for filing is subject to the provisions of NRS 86.272 and 86.274

relating to failure to file the list within or at the times therein

specified, unless a list is subsequently submitted for filing which

conforms to the provisions of this section.

Sec. 155. NRS 86.301 is hereby amended to read as follows:

86.301 Except as otherwise provided in this chapter, its articles

of organization or its operating agreement, no debt may be

contracted or liability incurred by or on behalf of a limited-liability

company, except by [one or more of its managers if management of

the limited-liability company has been vested by the members in a

manager or managers or, if management of the limited-liability

company is retained by the members, then by any member.] :

1. One or more managers of a company which is managed by

a manager or managers;

2. Any member of a company which is managed by its

members;

3. Any agent, officer, employee or other representative of the

company authorized in the operating agreement or in another

writing by a manager or managers, if the company is managed by

a manager or managers; or

4. Any agent, officer, employee or other representative of the

company authorized in the operating agreement or in another

writing by a member, if the company is managed by its members.

Sec. 156. NRS 86.311 is hereby amended to read as follows:

86.311 Real and personal property owned or purchased by a

[limited-liability] company must be held and owned, and

conveyance made, in the name of the company. Except as otherwise

provided in the company’s articles of organization[,] or operating

agreement, instruments and [documents] records providing for the

acquisition, mortgage or disposition of property of the company are

valid and binding upon the company if [executed by one or more

managers of a company which has a manager or managers or as

provided by the articles of organization of a company in which

management has been retained by the members.] signed by:

1. One or more managers of a company which is managed by

a manager or managers;

2. Any member of a company which is managed by its

members;

3. Any agent, officer, employee or other representative of the

company authorized in the operating agreement or in another

writing by a manager or managers, if the company is managed by

a manager or managers; or

4. Any agent, officer, employee or other representative of the

company authorized in the operating agreement or in another

writing by a member, if the company is managed by its members.

Sec. 157. NRS 86.483 is hereby amended to read as follows:

86.483 A [member who owns a member’s interest in a limited-

liability company or a noneconomic] member, when permitted by

the terms of the articles of organization or operating agreement, may

bring an action in the right of a limited-liability company to recover

a judgment in its favor if managers or members with authority to do

so have refused to bring the action or if an effort to cause those

managers or members to bring the action is not likely to succeed.

Sec. 158. NRS 86.485 is hereby amended to read as follows:

86.485 In a derivative action, the plaintiff must be a member

[who owns a member’s interest or a noneconomic member at the

time of bringing the action and] at the time of the transaction of

which he complains.

Sec. 159. 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.

Sec. 160. NRS 86.549 is hereby amended to read as follows:

86.549 The Attorney General may bring an action to restrain a

foreign limited-liability company from transacting business in this

state in violation of NRS 86.543 to 86.549, inclusive[.] , and

sections 141 and 142 of this act.

Sec. 161. 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, $175;

(b) Amending or restating the articles of organization, amending

the registration of a foreign company or filing a certificate of

correction, $150;

company, $60;

(d) Filing a statement of change of address of a records or

registered office, or change of the resident agent, $30;

(e) Certifying articles of organization or an amendment to the

articles, in both cases where a copy is provided, $20;

(f) Certifying an authorized printed copy of this chapter, $20;

(g) Reserving a name for a limited-liability company, $20;

(h) Filing a certificate of cancellation, $60;

(i) [Executing,] Signing, filing or certifying any other

[document,] record, $40; and

(j) Copies made at the Office of the Secretary of State, $1 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, $10 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. 162. NRS 86.563 is hereby amended to read as follows:

86.563 Before the issuance of members’ interests an organizer,

and after the issuance of members’ interests, a manager, of a

limited-liability company may authorize the Secretary of State in

writing to replace any page of a [document] record submitted for

filing on an expedited basis, before the actual filing, and to accept

the page as if it were part of the [originally signed filing.] original

record. The signed authorization of the organizer or manager to the

Secretary of State permits, but does not require, the Secretary of

State to alter the original [document] record as requested.

Sec. 163. NRS 86.566 is hereby amended to read as follows:

86.566 No [document] record which is written in a language

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

of the Secretary of State pursuant to the provisions of this chapter

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

record into the English language.

Sec. 164. NRS 86.568 is hereby amended to read as follows:

86.568 1. A limited-liability company may correct a

[document filed by] record filed in the Office of the Secretary of

State with respect to the limited-liability company if the [document]

record contains an inaccurate [record] description of a company

action [described in the document] or was defectively [executed,]

signed, attested, sealed, verified or acknowledged.

2. To correct a [document,] record, the limited-liability

company must:

(a) Prepare a certificate of correction that:

(1) States the name of the limited-liability company;

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

limitation, its filing date;

(3) Specifies the inaccuracy or defect;

(4) Sets forth the inaccurate or defective portion of the

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

(5) Is signed by a manager of the company, or if

management is not vested in a manager, by a member of the

company.

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

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

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

the uncorrected [document] record and adversely affected by the

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

filed.

Sec. 165. NRS 86.580 is hereby amended to read as follows:

86.580 1. A limited-liability company which did exist or is

existing pursuant to the laws of this state may, upon complying with

the provisions of NRS 86.276, procure a renewal or revival of its

charter for any period, together with all the rights, franchises,

privileges and immunities, and subject to all its existing and

preexisting debts, duties and liabilities secured or imposed by its

original charter and amendments thereto, or existing charter, by

filing:

(a) A certificate with the Secretary of State, which must set

forth:

(1) The name of the limited-liability company, which must

be the name of the limited-liability company at the time of the

renewal or revival, or its name at the time its original charter

expired.

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

of the limited-liability company, his street address for the service of

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

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

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

before the date of the certificate.

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

and, if not perpetual, the time for which the renewal or revival is to

continue.

(5) That the limited-liability company 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 managers, or if there are no managers, all its

managing members and their [post office box] mailing or street

addresses, either residence or business.

2. A limited-liability company whose charter has not expired

and is being renewed shall cause the certificate to be signed by its

manager, or if there is no manager, by a person designated by its

members. The certificate must be approved by a majority in interest.

3. A limited-liability company seeking to revive its original or

amended charter shall cause the certificate to be signed by a person

or persons designated or appointed by the members. The [execution]

signing and filing of the certificate must be approved by the written

consent of a majority in interest and must contain a recital that this

consent was secured. The limited-liability company shall pay to the

Secretary of State the fee required to establish a new limited-

liability company 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 of the limited-liability company

therein named.

Sec. 166. NRS 87.020 is hereby amended to read as follows:

87.020 As used in this chapter, unless the context otherwise

requires:

1. “Bankrupt” includes bankrupt under the Federal Bankruptcy

Act or insolvent under any state insolvent act.

2. “Business” includes every trade, occupation or profession.

3. “Conveyance” includes every assignment, lease, mortgage

or encumbrance.

4. “Court” includes every court and judge having jurisdiction

in the case.

5. “Professional service” means any type of personal service

which may legally be performed only pursuant to a license or

certificate of registration.

6. “Real property” includes land and any interest or estate in

land.

7. “Record” means information that is inscribed on a

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

and is retrievable in perceivable form.

8. “Registered limited-liability partnership” means a

partnership formed pursuant to an agreement governed by this

chapter for the purpose of rendering a professional service and

registered pursuant to and complying with NRS 87.440 to 87.560,

inclusive.

[8.] 9. “Sign” means to affix a signature to a record.

10. “Signature” means a name, word , symbol or mark

executed or otherwise adopted , or a record encrypted or similarly

processed in whole or in part, by a person with the present

[intention to authenticate a document.] intent to identify himself

and adopt or accept a record. The term includes, without limitation,

an electronic signature as defined in NRS 719.100.

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

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

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

for service of process.

Sec. 167. NRS 87.100 is hereby amended to read as follows:

87.100 1. Where title to real property is in the partnership

name, any partner may convey title to such property by a

conveyance [executed] signed in the partnership name , [;] but the

partnership may recover such property unless the partner’s act binds

the partnership under the provisions of subsection 1 of NRS 87.090

or unless such property has been conveyed by the grantee or a

person claiming through such grantee to a holder for value without

knowledge that the partner, in making the conveyance, has exceeded

his authority.

2. Where title to real property is in the name of the partnership,

a conveyance [executed] signed by a partner, in his own name,

passes the equitable interest of the partnership, provided the act is

one within the authority of the partner under the provisions of

subsection 1 of NRS 87.090.

3. Where title to real property is in the name of one or more but

not all the partners, and the record does not disclose the right of the

partnership, the partners in whose name the title stands may convey

title to such property, but the partnership may recover such property

if the partners’ act does not bind the partnership under the

provisions of subsection 1 of NRS 87.090, unless the purchaser, or

his assignee, is a holder for value without knowledge.

4. Where the title to real property is in the name of one or more

or all the partners, or in a third person in trust for the partnership, a

conveyance [executed] signed by a partner in the partnership name,

or in his own name, passes the equitable interest of the partnership,

provided the act is one within the authority of the partner under the

provisions of subsection 1 of NRS 87.090.

5. Where the title to real property is in the names of all the

partners a conveyance [executed] signed by all the partners passes

all their rights in such property.

Sec. 168. 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.

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 [executed] signed by a

majority in interest of the partners or by one or more partners

authorized to [execute] sign such a certificate.

3. The certificate of registration must be accompanied by a fee

of $175.

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. 169. NRS 87.470 is hereby amended to read as follows:

87.470 The registration of a registered limited-liability

partnership is effective until:

1. Its certificate of registration is revoked pursuant to NRS

87.520; or

2. The registered limited-liability partnership files with the

Secretary of State a [written] notice of withdrawal [executed] signed

by a managing partner. The notice must be accompanied by a fee of

$60.

Sec. 170. NRS 87.500 is hereby amended to read as follows:

87.500 1. A resident agent of a registered limited-liability

partnership who wishes to resign shall file with the Secretary of

State a signed statement that he is unwilling to continue to act as the

resident agent of the registered limited-liability partnership for

service of process. A resignation is not effective until the signed

statement is filed with the Secretary of State.

2. The statement of resignation may contain a statement by the

affected registered limited-liability partnership appointing a

successor resident agent. A certificate of acceptance signed by the

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

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

agent, must accompany the statement appointing the new resident

agent.

3. Upon the filing of the statement with the Secretary of State,

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

statement of resignation contains no statement by the registered

limited-liability partnership appointing a successor resident agent,

the resigning agent shall immediately give written notice, by

certified mail, to the registered limited-liability partnership of the

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

to a managing partner in this state.

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

State, the registered limited-liability partnership shall, within 30

days thereafter, file with the Secretary of State a certificate of

acceptance, [executed] signed by the new resident agent. The

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

if different from the street address, the mailing address of the newly

designated resident agent. If a registered limited-liability partnership

fails to file a certificate of acceptance within the period required by

this subsection, it is in default and is subject to the provisions of

NRS 87.520.

Sec. 171. NRS 87.545 is hereby amended to read as follows:

87.545 A managing partner of a registered limited-liability

partnership may authorize the Secretary of State in writing to

replace any page of a [document] record submitted for filing on an

expedited basis, before the actual filing, and to accept the page as if

it were part of the [originally signed filing.] original record. The

signed authorization of the managing partner to the Secretary of

State permits, but does not require, the Secretary of State to alter the

original [document] record as requested.

Sec. 172. NRS 87.547 is hereby amended to read as follows:

87.547 1. A limited-liability partnership may correct a

[document filed by] record filed in the Office of the Secretary of

State with respect to the limited-liability partnership if the

[document] record contains an inaccurate [record] description of a

partnership action [described in the document] or if the record was

defectively [executed,] signed, attested, sealed, verified or

acknowledged.

2. To correct a [document,] record, the limited-liability

partnership must:

(a) Prepare a certificate of correction that:

(1) States the name of the limited-liability partnership;

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

limitation, its filing date;

(3) Specifies the inaccuracy or defect;

(4) Sets forth the inaccurate or defective portion of the

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

(5) Is signed by a managing partner of the limited-liability

partnership.

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

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

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

the uncorrected [document] record and adversely affected by the

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

filed.

Sec. 173. 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 [documents] records required by NRS 87.440

to 87.540, inclusive, and 87.560, $20 per certification.

2. For [executing] 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, $40.

3. For [executing] signing a certificate verifying the existence

of a registered limited-liability partnership, if the registered limited-

liability partnership has filed a certificate of amendment, $40.

4. For [executing,] signing, certifying or filing any certificate

or [document] record not required by NRS 87.440 to 87.540,

inclusive, and 87.560, $40.

5. For any copies made by the Office of the Secretary of State,

$1 per page.

6. For examining and provisionally approving any [document]

record before the [document] record is presented for filing, $100.

Sec. 174. Chapter 88 of NRS is hereby amended by adding

thereto the provisions set forth as sections 175 and 176 of this act.

Sec. 175. 1. For the purposes of NRS 88.570 to 88.605,

inclusive, and sections 175 and 176 of this act, the following

activities do not constitute transacting business in this state:

(a) Maintaining, defending or settling any proceeding;

(b) Holding meetings of the managers or members or carrying

on other activities concerning internal company affairs;

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

and registration of the company’s own securities or maintaining

trustees or depositaries with respect to those securities;

(e) Making sales through independent contractors;

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

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

advertising, accepting those orders outside this state and filling

them by shipping goods into this state;

(g) Creating or acquiring indebtedness, mortgages and

security interests in real or personal property;

(h) Securing or collecting debts or enforcing mortgages and

security interests in property securing the debts;

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

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

part of a series of similar transactions;

(k) The production of motion pictures as defined in

NRS 231.020;

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

institution pursuant to the provisions of title 55 of NRS; and

(m) Transacting business in interstate commerce.

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

3. A person who is not transacting business in this state

within the meaning of this section need not qualify or comply with

any provision of this chapter, title 55 or 56 of NRS or chapter

645A, 645B or 645E of NRS unless he:

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

business; or

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

the provisions of chapter 666 or 666A of NRS.

4. The fact that a person is not transacting business in this

state within the meaning of this section:

(a) Does not affect the determination of whether any court,

administrative agency or regulatory body in this state may exercise

personal jurisdiction over the person in any civil action, criminal

action, administrative proceeding or regulatory proceeding; and

(b) Except as otherwise provided in subsection 3, does not

affect the applicability of any other provision of law with respect to

the person and may not be offered as a defense or introduced in

evidence in any civil action, criminal action, administrative

proceeding or regulatory proceeding to prove that the person is not

transacting business in this state, including, without limitation,

any civil action, criminal action, administrative proceeding or

regulatory proceeding involving an alleged violation of chapter

597, 598 or 598A of NRS.

5. As used in this section, “deposits” means demand deposits,

savings deposits and time deposits, as those terms are defined in

chapter 657 of NRS.

Sec. 176. 1. For the purposes of section 175 of this act, a

solicitation of a deposit is made in this state, whether or not either

party is present in this state, if the solicitation:

(a) Originates in this state; or

(b) Is directed by the solicitor to a destination in this state and

received where it is directed, or at a post office in this state if the

solicitation is mailed.

2. A solicitation of a deposit is accepted in this state if

acceptance:

(a) Is communicated to the solicitor in this state; and

(b) Has not previously been communicated to the solicitor,

orally or in writing, outside this state.

Acceptance is communicated to the solicitor in this state, whether

or not either party is present in this state, if the depositor directs it

to the solicitor reasonably believing the solicitor to be in this state

and it is received where it is directed, or at any post office in this

state if the acceptance is mailed.

3. A solicitation made in a newspaper or other publication of

general, regular and paid circulation is not made in this state if

the publication:

(a) Is not published in this state; or

(b) Is published in this state but has had more than two-thirds

of its circulation outside this state during the 12 months preceding

the solicitation.

If a publication is published in editions, each edition is a separate

publication except for material common to all editions.

4. A solicitation made in a radio or television program or

other electronic communication received in this state which

originates outside this state is not made in this state. A radio or

television program or other electronic communication shall be

deemed to have originated in this state if the broadcast studio or

origin of the source of transmission is located within the state,

unless:

(a) The program or communication is syndicated and

distributed from outside this state for redistribution to the general

public in this state;

(b) The program is supplied by a radio, television or other

electronic network whose electronic signal originates outside this

state for redistribution to the general public in this state;

originates outside this state and is captured for redistribution to

the general public in this state by a community antenna or cable,

radio, cable television or other electronic system; or

(d) The program or communication consists of an electronic

signal which originates within this state, but which is not intended

for redistribution to the general public in this state.

Sec. 177. NRS 88.315 is hereby amended to read as follows:

88.315 As used in this chapter, unless the context otherwise

requires:

1. “Certificate of limited partnership” means the certificate

referred to in NRS 88.350, and the certificate as amended or

restated.

2. “Contribution” means any cash, property, services rendered,

or a promissory note or other binding obligation to contribute cash

or property or to perform services, which a partner contributes to a

limited partnership in his capacity as a partner.

3. “Event of withdrawal of a general partner” means an event

that causes a person to cease to be a general partner as provided in

NRS 88.450.

4. “Foreign limited partnership” means a partnership formed

under the laws of any state other than this state and having as

partners one or more general partners and one or more limited

partners.

5. “General partner” means a person who has been admitted to

a limited partnership as a general partner in accordance with the

partnership agreement and named in the certificate of limited

partnership as a general partner.

6. “Limited partner” means a person who has been admitted to

a limited partnership as a limited partner in accordance with the

partnership agreement.

7. “Limited partnership” and “domestic limited partnership”

mean a partnership formed by two or more persons under the laws

of this state and having one or more general partners and one or

more limited partners.

8. “Partner” means a limited or general partner.

9. “Partnership agreement” means any valid agreement, written

or oral, of the partners as to the affairs of a limited partnership and

the conduct of its business.

10. “Partnership interest” means a partner’s share of the profits

and losses of a limited partnership and the right to receive

distributions of partnership assets.

11. “Record” means information that is inscribed on a

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

and is retrievable in perceivable form.

12. “Registered office” means the office maintained at the

street address of the resident agent.

[12.] 13. “Resident agent” means the agent appointed by the

limited partnership upon whom process or a notice or demand

authorized by law to be served upon the limited partnership may be

served.

[13.] 14. “Sign” means to affix a signature to a [document.

14.] record.

15. “Signature” means a name, word , symbol or mark

executed or otherwise adopted , or a record encrypted or similarly

processed in whole or in part, by a person with the present

[intention to authenticate a document.] intent to identify himself

and adopt or accept a record. The term includes, without limitation,

an electronic signature as defined in NRS 719.100.

[15.] 16. “State” means a state, territory or possession of the

United States, the District of Columbia or the Commonwealth of

Puerto Rico.

[16.] 17. “Street address” of a resident agent means the actual

physical location in this state at which a resident is available for

service of process.

Sec. 178. NRS 88.325 is hereby amended to read as follows:

88.325 1. The exclusive right to the use of a name may be

reserved by:

(a) Any person intending to organize a limited partnership under

this chapter and to adopt that name;

(b) Any domestic limited partnership or any foreign limited

partnership registered in this state which, in either case, intends to

adopt that name;

state and adopt that name; and

(d) Any person intending to organize a foreign limited

partnership and intending to have it registered in this state and adopt

that name.

2. The reservation must be made by filing with the Secretary of

State an application, [executed] signed by the applicant, to reserve a

specified name. If the Secretary of State finds that the name is

available for use by a domestic or foreign limited partnership, he

shall reserve the name for the exclusive use of the applicant for a

period of 90 days. The right to the exclusive use of a reserved name

may be transferred to any other person by filing in the Office of the

Secretary of State a notice of the transfer, [executed] signed by the

applicant for whom the name was reserved and specifying the name

and address of the transferee.

Sec. 179. NRS 88.332 is hereby amended to read as follows:

88.332 1. Any person who has been designated by a limited

partnership as its resident agent and who thereafter desires to resign

shall file with the Secretary of State a signed statement that he is

unwilling to continue to act as the resident agent of the limited

partnership. A resignation is not effective until the signed statement

is filed with the Secretary of State. The statement of resignation may

contain a statement by the affected limited partnership appointing a

successor resident agent for the limited partnership. A certificate of

acceptance [executed] signed by the new agent, stating the full

name, complete street address and, if different from the street

address, mailing address of the new agent, must accompany the

statement appointing the new agent.

2. Upon the filing of the statement with the Secretary of State

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

statement of resignation does not contain a statement by the limited

partnership appointing a successor resident agent, the resigning

agent shall immediately give written notice, by mail, to the limited

partnership of the filing of the statement and the effect thereof. The

notice must be addressed to a general partner of the partnership

other than the resident agent.

3. If a designated resident agent dies, resigns or removes from

the State, the limited partnership, within 30 days thereafter, shall file

with the Secretary of State a certificate of acceptance, [executed]

signed by the new resident agent. The certificate must set forth the

full name, complete street address and, if different from the street

address, mailing address of the newly designated resident agent.

4. Each limited partnership which fails to file a certificate of

acceptance [executed] signed by the new resident agent within 30

days after the death, resignation or removal of its resident agent as

provided in subsection 3 shall be deemed in default and is subject to

the provisions of NRS 88.400 and 88.405.

Sec. 180. NRS 88.335 is hereby amended to read as follows:

88.335 1. A limited partnership shall keep at the office

referred to in paragraph (a) of subsection 1 of NRS 88.330 the

following:

(a) A current list of the full name and last known business

address of each partner separately identifying the general partners in

alphabetical order and the limited partners in alphabetical order;

(b) A copy of the certificate of limited partnership and all

certificates of amendment thereto, together with [executed] signed

copies of any powers of attorney pursuant to which any certificate

has been [executed;] signed;

income tax returns and reports, if any, for the 3 most recent years;

(d) Copies of any then effective written partnership agreements

and of any financial statements of the limited partnership for the 3

most recent years; and

(e) Unless contained in a written partnership agreement, a

writing setting out:

(1) The amount of cash and a description and statement of

the agreed value of the other property or services contributed by

each partner and which each partner has agreed to contribute;

(2) The times at which or events on the happening of which

any additional contributions agreed to be made by each partner are

to be made;

(3) Any right of a partner to receive, or of a general partner

to make, distributions to a partner which include a return of all or

any part of the partner’s contribution; and

(4) Any events upon the happening of which the limited

partnership is to be dissolved and its affairs wound up.

2. Records kept pursuant to this section are subject to

inspection and copying at the reasonable request, and at the expense,

of any partner during ordinary business hours.

Sec. 181. NRS 88.337 is hereby amended to read as follows:

88.337 A general partner of a limited partnership may

authorize the Secretary of State in writing to replace any page of a

[document] record submitted for filing on an expedited basis, before

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

[originally signed filing.] original record. The signed authorization

of the general partner to the Secretary of State permits, but does not

require, the Secretary of State to alter the original [document]

record as requested.

Sec. 182. NRS 88.338 is hereby amended to read as follows:

88.338 No [document] record which is written in a language

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

of the Secretary of State pursuant to the provisions of this chapter

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

record into the English language.

Sec. 183. NRS 88.339 is hereby amended to read as follows:

88.339 1. A limited partnership may correct a [document

filed by] record filed in the Office of the Secretary of State with

respect to the limited partnership if the [document] record contains

an inaccurate [record] description of a partnership action [described

in the document] or if the record was defectively [executed,]

signed, attested, sealed, verified or acknowledged.

2. To correct a [document,] record, the limited partnership

must:

(a) Prepare a certificate of correction that:

(1) States the name of the limited partnership;

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

limitation, its filing date;

(3) Specifies the inaccuracy or defect;

(4) Sets forth the inaccurate or defective portion of the

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

(5) Is signed by a general partner of the limited partnership.

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

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

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

the uncorrected [document] record and adversely affected by the

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

filed.

Sec. 184. NRS 88.340 is hereby amended to read as follows:

88.340 The Secretary of State may microfilm any [document]

record which is filed in his office by or relating to a limited

partnership pursuant to this chapter and may return the original

[document] record to the filer.

Sec. 185. NRS 88.350 is hereby amended to read as follows:

88.350 1. In order to form a limited partnership, a certificate

of limited partnership must be [executed] signed and filed in the

Office of the Secretary of State. The certificate must set forth:

(a) The name of the limited partnership;

(b) The address of the office which contains records and the

name and address of the resident agent required to be maintained by

NRS 88.330;

(d) The latest date upon which the limited partnership is to

dissolve; and

(e) Any other matters the general partners determine to include

therein.

2. A certificate of acceptance of appointment of a resident

agent, [executed] signed by the agent, must be filed with the

certificate of limited partnership.

3. A limited partnership is formed at the time of the filing of

the certificate of limited partnership and the certificate of acceptance

in the Office of the Secretary of State or at any later time specified

in the certificate of limited partnership if, in either case, there has

been substantial compliance with the requirements of this section.

Sec. 186. 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

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

[executed] 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,

setting forth which provisions of the certificate of limited

partnership on file with the Secretary of State are being altered or

amended.

Sec. 187. NRS 88.365 is hereby amended to read as follows:

88.365 If a person required by NRS 88.375 to [execute] sign a

certificate fails or refuses to do so, any other person who is

adversely affected by the failure or refusal may petition the district

court to direct the [execution] signing of the certificate. If the court

finds that it is proper for the certificate to be [executed] signed and

that any person so designated has failed or refused to [execute] sign

the certificate, it shall order the Secretary of State to record an

appropriate certificate.

Sec. 188. 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

[executed] signed in the following manner:

(a) An original certificate of limited partnership must be signed

by all general partners;

(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

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 [execution] signing of a certificate by a general partner

constitutes an affirmation under the penalties of perjury that the

facts stated therein are true.

Sec. 189. 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 [executes] 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 the Secretary of State, 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. 190. NRS 88.385 is hereby amended to read as follows:

88.385 If any certificate of limited partnership or certificate of

amendment or cancellation contains a false statement, one who

suffers loss by reliance on the statement may recover damages for

the loss from:

1. Any person who [executes] signs the certificate, or causes

another to [execute] sign it on his behalf, and knew, and any general

partner who knew or should have known, the statement to be false at

the time the certificate was [executed;] signed; and

2. Any general partner who thereafter knows or should have

known that any arrangement or other fact described in the certificate

has changed, making the statement inaccurate in any respect within

a sufficient time before the statement was relied upon reasonably to

have enabled that general partner to cancel or amend the certificate,

or to file a petition for its cancellation or amendment under

NRS 88.365.

Sec. 191. 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:

1. For filing a certificate of limited partnership, or for

registering a foreign limited partnership, $175.

2. For filing a certificate of amendment of limited partnership

or restated certificate of limited partnership, $150.

3. 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, $30.

4. For certifying a certificate of limited partnership, an

amendment to the certificate, or a certificate as amended where a

copy is provided, $20 per certification.

5. For certifying an authorized printed copy of the limited

partnership law, $20.

6. For reserving a limited partnership name, or for [executing,]

signing, filing or certifying any other [document,] record, $20.

7. For copies made at the Office of the Secretary of State, $1

per page.

8. For filing a certificate of cancellation of a limited

partnership, $60.

Except as otherwise provided in this section, the fees set forth in

NRS 78.785 apply to this chapter.

Sec. 192. NRS 88.435 is hereby amended to read as follows:

88.435 1. Except as provided in subsection 2, a person who

makes a contribution to a business enterprise and erroneously but in

good faith believes that he has become a limited partner in the

enterprise is not a general partner in the enterprise and is not bound

by its obligations by reason of making the contribution, receiving

distributions from the enterprise, or exercising any rights of a

limited partner, if, on ascertaining the mistake, he:

(a) Causes an appropriate certificate of limited partnership or a

certificate of amendment to be [executed] signed and filed; or

(b) Withdraws from future equity participation in the enterprise

by [executing] signing and filing in the Office of the Secretary of

State a certificate declaring withdrawal under this section.

2. A person who makes a contribution of the kind described in

subsection 1 is liable as a general partner to any third party who

transacts business with the enterprise:

(a) Before the person withdraws and an appropriate certificate is

filed to show withdrawal; or

(b) Before an appropriate certificate is filed to show that he is

not a general partner,

but in either case only if the third party actually believed in good

faith that the person was a general partner at the time of the

transaction.

Sec. 193. NRS 88.535 is hereby amended to read as follows:

88.535 1. On application to a court of competent jurisdiction

by any judgment creditor of a partner, the court may charge the

partnership interest of the partner with payment of the unsatisfied

amount of the judgment with interest. To the extent so charged, the

judgment creditor has only the rights of an assignee of the

partnership interest.

2. The court may appoint a receiver of the share of the

distributions due or to become due to the judgment debtor in respect

of the partnership. The receiver has only the rights of an assignee.

The court may make all other orders, directions, accounts and

inquiries that the judgment debtor might have made or which the

circumstances of the case may require.

3. A charging order constitutes a lien on the partnership

interest of the judgment debtor. The court may order a foreclosure

of the partnership interest subject to the charging order at any time.

The purchaser at the foreclosure sale has only the rights of an

assignee.

4. Unless otherwise provided in the [articles of organization or

operating] certificate of partnership or partnership agreement, at

any time before foreclosure, a partnership interest charged may be

redeemed:

(a) By the judgment debtor;

(b) With property other than property of the limited partnership,

by one or more of the other partners; or

partners whose interests are not so charged.

5. This section provides the exclusive remedy by which a

judgment creditor of a partner or an assignee of a partner may

satisfy a judgment out of the partnership interest of the judgment

debtor.

6. No creditor of a partner has any right to obtain possession

of, or otherwise exercise legal or equitable remedies with respect to,

the property of the limited partnership.

7. This section does not deprive any partner of the benefit of

any exemption laws applicable to his partnership interest.

Sec. 194. NRS 88.605 is hereby amended to read as follows:

88.605 The Attorney General may bring an action to restrain a

foreign limited partnership from transacting business in this state in

violation of NRS 88.570 to 88.605, inclusive[.] , and sections 175

and 176 of this act.

Sec. 195. Chapter 88A of NRS is hereby amended by adding

thereto a new section to read as follows:

“Record” means information that is inscribed on a tangible

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

retrievable in perceivable form.

Sec. 196. NRS 88A.010 is hereby amended to read as follows:

88A.010 As used in this chapter, unless the context otherwise

requires, the words and terms defined in NRS 88A.020 to 88A.110,

inclusive, and section 195 of this act have the meanings ascribed to

them in those sections.

Sec. 197. NRS 88A.050 is hereby amended to read as follows:

88A.050 “Governing instrument” means the trust instrument

that creates a [business] trust and provides for the governance of its

affairs and the conduct of its business.

Sec. 198. NRS 88A.080 is hereby amended to read as follows:

88A.080 “Sign” means to affix a signature to a [document.]

record.

Sec. 199. NRS 88A.090 is hereby amended to read as follows:

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

executed or otherwise adopted , or a record encrypted or similarly

processed in whole or in part, by a person with the present

[intention to authenticate a document.] intent to identify himself

and adopt or accept a record. The term includes, without limitation,

an electronic signature as defined in NRS 719.100.

Sec. 200. NRS 88A.210 is hereby amended to read as follows:

88A.210 1. One or more persons may [form] create a

business trust by [executing] 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 [post office box] mailing or street address,

either residence or business, of at least one trustee;

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 [post office box] 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 [~~documents]~~ 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. 201. NRS 88A.240 is hereby amended to read as follows:

88A.240 1. The Secretary of State, when requested to do so,

shall reserve, for a period of 90 days, the right to use a name

available pursuant to NRS 88A.230 for the use of a proposed

business trust. During the period, the name so reserved is not

available for use or reservation by any other artificial person

forming, organizing, registering or qualifying in the Office of the

Secretary of State pursuant to the provisions of this title without the

[written, acknowledged] signed consent of the person at whose

request the reservation was made.

2. The use by any artificial person of a name in violation of

subsection 1 or NRS 88A.230 may be enjoined, even if the

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

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

State.

Sec. 202. NRS 88A.510 is hereby amended to read as follows:

88A.510 1. Within 30 days after changing the location of his

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

[execute] sign a certificate setting forth:

(a) The names of all the business trusts represented by him;

(b) The address at which he has maintained the registered office

for each of those business trusts; and

which he will maintain the registered office for each of those

business trusts.

2. Upon the filing of the certificate with the Secretary of State,

the registered office of each of the business trusts listed in the

certificate is located at the new address set forth in the certificate.

Sec. 203. NRS 88A.530 is hereby amended to read as follows:

88A.530 1. A resident agent who desires to resign shall file

with the Secretary of State a signed statement for each business trust

for which he is unwilling to continue to act. A resignation is not

effective until the signed statement is so filed.

2. The statement of resignation may contain a statement of the

affected business trust appointing a successor resident agent. A

certificate of acceptance [executed] signed by the new resident

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

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

must accompany the statement appointing a successor resident

agent.

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

Secretary of State, the capacity of the resigning person as resident

agent terminates. If the statement of resignation contains no

statement by the business trust appointing a successor resident

agent, the resigning agent shall immediately give written notice, by

mail, to the business trust of the filing of the statement of

resignation and its effect. The notice must be addressed to a trustee

of the business trust other than the resident agent.

4. If its resident agent dies, resigns or removes from the State,

a business trust, within 30 days thereafter, shall file with the

Secretary of State a certificate of acceptance [executed] signed by a

new resident agent. The certificate must set forth the full name and

complete street address of the new resident agent, and may contain a

mailing address, such as a post office box, different from the street

address.

5. A business trust that fails to file a certificate of acceptance

[executed] signed by its new resident agent within 30 days after the

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

deemed in default and is subject to the provisions of NRS 88A.630

to 88A.660, inclusive.

Sec. 204. NRS 88A.540 is hereby amended to read as follows:

88A.540 1. If a business trust formed pursuant to this chapter

desires to change its resident agent, the change may be effected by

filing with the Secretary of State a certificate of change, signed by at

least one trustee of the business trust, setting forth:

(a) The name of the business trust;

(b) The name and street address of the present resident agent;

and

2. A certificate of acceptance [executed] signed by the new

resident agent must be a part of or attached to the certificate of

change.

3. The change authorized by this section becomes effective

upon the filing of the certificate of change.

Sec. 205. NRS 88A.620 is hereby amended to read as follows:

88A.620 1. Each list required to be filed pursuant to the

provisions of NRS 88A.600 to 88A.660, inclusive, must, after the

name of each trustee listed thereon, set forth his [post office box]

mailing or street address, either residence or business.

2. If the addresses are not stated on a list offered for filing, the

Secretary of State may refuse to file the list, and the business trust

for which the list has been offered for filing is subject to all the

provisions of NRS 88A.600 to 88A.660, inclusive, relating to failure

to file the list when or at the times therein specified, unless a list is

subsequently submitted for filing which conforms to the provisions

of those sections.

Sec. 206. NRS 88A.900 is hereby amended to read as follows:

88A.900 The Secretary of State shall charge and collect the

following fees for:

1. Filing an original certificate of trust, or for registering a

foreign business trust, $175.

2. Filing an amendment or restatement, or a combination

thereof, to a certificate of trust, $150.

3. Filing a certificate of cancellation, $175.

4. Certifying a copy of a certificate of trust or an amendment or

restatement, or a combination thereof, $20 per certification.

5. Certifying an authorized printed copy of this chapter, $20.

6. Reserving a name for a business trust, $20.

7. [Executing] Signing a certificate of existence of a business

trust which does not list the previous [documents] records relating

to it, or a certificate of change in the name of a business trust, $40.

8. [Executing] Signing a certificate of existence of a business

trust which lists the previous [documents] records relating to it, $40.

9. Filing a statement of change of address of the registered

office for each business trust, $30.

10. Filing a statement of change of the registered agent, $30.

11. [Executing,] Signing, certifying or filing any certificate or

[document] record not otherwise provided for in this section, $40.

12. Examining and provisionally approving a [document]

record before the [document] record is presented for filing, $100.

13. Copying a [document] record on file with him, for each

page, $1.

Sec. 207. NRS 88A.910 is hereby amended to read as follows:

88A.910 [A signature on any certificate authorized to be filed

with the Secretary of State pursuant to a provision of this chapter

may be a facsimile. The certificate] A record may be filed by

telecopy , facsimile or similar electronic transmission, but the

Secretary of State need not accept [the filing if the certificate] any

record that is illegible or otherwise unsuitable for the procedures of

his office.

Sec. 208. NRS 88A.920 is hereby amended to read as follows:

88A.920 A trustee of a business trust may authorize the

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

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

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

[originally signed filing.] original record.

Sec. 209. NRS 88A.930 is hereby amended to read as follows:

88A.930 1. A business trust may correct a [document filed

by] record filed in the Office of the Secretary of State with respect

to the business trust if the [document] record contains an inaccurate

[record] description of a trust action [described in the document] or

if the record was defectively [executed,] signed, attested, sealed,

verified or acknowledged.

2. To correct a [document,] record, the business trust must:

(a) Prepare a certificate of correction that:

(1) States the name of the business trust;

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

limitation, its filing date;

(3) Specifies the inaccuracy or defect;

(4) Sets forth the inaccurate or defective portion of the

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

(5) Is signed by a trustee of the business trust.

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

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

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

the uncorrected [document] record and adversely affected by the

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

filed.

Sec. 210. NRS 89.020 is hereby amended to read as follows:

89.020 As used in this chapter, unless the context requires

otherwise:

1. “Employee” means a person licensed or otherwise legally

authorized to render professional service within this state who

renders such service through a professional corporation or a

professional association, but does not include clerks, bookkeepers,

technicians or other persons who are not usually considered by

custom and practice of the profession to be rendering professional

services to the public.

2. “Licensed” means legally authorized by the appropriate

regulating board of this state to engage in a regulated profession in

this state.

3. “Professional association” means a common-law association

of two or more persons licensed or otherwise legally authorized to

render professional service within this state when created by written

articles of association which contain in substance the following

provisions characteristic of corporate entities:

(a) The death, insanity, bankruptcy, retirement, resignation,

expulsion or withdrawal of any member of the association does not

cause its dissolution.

(b) The authority to manage the affairs of the association is

vested in a board of directors or an executive board or committee,

elected by the members of the association.

association.

(d) Members’ ownership is evidenced by certificates.

4. “Professional corporation” means a corporation organized

under this chapter to render a professional service.

5. “Professional service” means any type of personal service

which may legally be performed only pursuant to a license,

certificate of registration or other legal authorization.

6. “Record” means information that is inscribed on a

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

and is retrievable in perceivable form.

7. “Regulating board” means the body which regulates and

authorizes the admission to the profession which a professional

corporation or a professional association is authorized to perform.

8. “Sign” means to affix a signature to a record.

9. “Signature” means a name, word, symbol or mark

executed or otherwise adopted, or a record encrypted or similarly

processed in whole or in part, by a person with the present intent

to identify himself and adopt or accept a record. The term

includes, without limitation, an electronic signature as defined in

NRS 719.100.

Sec. 211. NRS 89.027 is hereby amended to read as follows:

89.027 No [document] record which is written in a language

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

of the Secretary of State pursuant to the provisions of this chapter

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

record into the English language.

Sec. 212. NRS 89.040 is hereby amended to read as follows:

89.040 1. One or more persons may organize a professional

corporation in the manner provided for organizing a private

corporation pursuant to chapter 78 of NRS. Each person organizing

the corporation must, except as otherwise provided in subsection 2

of NRS 89.050, be authorized to perform the professional service

for which the corporation is organized. The articles of incorporation

must contain the following additional information:

(a) The profession to be practiced by means of the professional

corporation.

(b) The names and [post office boxes] mailing or street

addresses, either residence or business, of the original stockholders

and directors of the professional corporation.

subsection, a certificate from the regulating board of the profession

to be practiced showing that each of the directors, and each of the

stockholders who is a natural person, is licensed to practice the

profession.

(d) For a professional corporation organized pursuant to this

chapter and practicing pursuant to the provisions of NRS 623.349, a

certificate from the regulating board or boards of the profession or

professions to be practiced showing that control and two-thirds

ownership of the corporation is held by persons registered or

licensed pursuant to the applicable provisions of chapter 623, 623A

or 625 of NRS. As used in this paragraph, “control” has the meaning

ascribed to it in NRS 623.349.

2. The corporate name of a professional corporation must

contain the words “Professional Corporation” or the abbreviation

“Prof. Corp.,” “P.C.” or “PC,” or the word “Chartered” or

“Limited” or the abbreviation “Ltd.” The corporate name must

contain the last name of one or more of its current or former

stockholders. The corporation may render professional services and

exercise its authorized powers under a fictitious name if the

corporation has first registered the name in the manner required by

chapter 602 of NRS.

Sec. 213. NRS 89.060 is hereby amended to read as follows:

89.060 The provisions of this chapter relating to professional

corporations do not modify any law applicable to the relationship

between a person furnishing professional service and a person

receiving such service, including liability arising out of such

professional service , [;] but nothing contained in this section [shall

render:] renders:

1. A person personally liable in tort for any act in which he has

not personally participated.

2. A director, officer or employee of a professional corporation

liable in contract for any contract which he [executes] signs on

behalf of a professional corporation within the limits of his actual

authority.

Sec. 214. NRS 89.210 is hereby amended to read as follows:

89.210 1. Within 30 days after the organization of a

professional association under this chapter, the association shall file

with the Secretary of State a copy of the articles of association, duly

[executed,] signed, and shall pay at that time a filing fee of $175.

Any such association formed as a common-law association before

July 1, 1969, shall file, within 30 days after July 1, 1969, a certified

copy of its articles of association, with any amendments thereto,

with the Secretary of State, and shall pay at that time a filing fee of

$25. A copy of any amendments to the articles of association

adopted after July 1, 1969, must also be filed with the Secretary of

State within 30 days after the adoption of such amendments. Each

copy of amendments so filed must be certified as true and correct

and be accompanied by a filing fee of $150.

2. The name of such a professional association must contain

the words “Professional Association,” “Professional Organization”

or the abbreviations “Prof. Ass’n” or “Prof. Org.” The association

may render professional services and exercise its authorized powers

under a fictitious name if the association has first registered the

name in the manner required under chapter 602 of NRS.

Sec. 215. NRS 89.220 is hereby amended to read as follows:

89.220 The provisions of this chapter relating to professional

associations do not modify any law applicable to the relationship

between a person furnishing professional service and a person

receiving such service, including liability arising out of such

professional service, but:

1. A member or employee of a professional association shall

not be personally liable in tort for any act in which he has not

personally participated.

2. A member or employee of a professional association shall

not be personally liable in contract for any contract which he

[executes] signs on behalf of a professional association within the

limits of his actual authority.

Sec. 216. 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 first day of the

second 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 the Secretary of State showing

the names and residence addresses of all members and employees in

the 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 first day of the second 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 the

Secretary of State:

(a) Showing the names and residence addresses of all members

and employees of the 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

professional service in this state do not render professional service

on behalf of the association except as authorized by law.

3. Each statement filed pursuant to this section must be:

(a) Made on a form prescribed by the Secretary of State and

must not contain any fiscal or other information except that

expressly called for by this section.

(b) Signed by the chief executive officer of the association.

the professional association has complied with the provisions of

chapter 364A of NRS.

4. Upon filing:

(a) The initial statement required by this section, the association

shall pay to the Secretary of State a fee of $165.

(b) Each annual statement required by this section, the

association shall pay to the Secretary of State a fee of $85.

[5. As used in this section, “signed” means to have executed or

adopted a name, word or mark, including, without limitation, an

electronic signature as defined in NRS 719.100, with the present

intention to authenticate a document.]

Sec. 217. Chapter 90 of NRS is hereby amended by adding

thereto a new section to read as follows:

“Record” means information that is inscribed on a tangible

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

retrievable in perceivable form.

Sec. 218. NRS 90.211 is hereby amended to read as follows:

90.211 As used in this chapter, unless the context otherwise

requires, the words and terms defined in NRS 90.215 to 90.305,

inclusive, and section 217 of this act have the meanings ascribed to

them in those sections.

Sec. 219. NRS 90.235 is hereby amended to read as follows:

90.235 1. “Filing” means:

(a) The actual delivery of a [document] record or application to

the Administrator or his designee or to the principal office of the

Administrator; or

(b) The electronic delivery of a [document] record or

application to the Administrator or his designee or to the principal

office of the Administrator using a system that has been approved

by the Administrator.

2. “File” has a corresponding meaning.

Sec. 220. NRS 90.390 is hereby amended to read as follows:

90.390 1. The Administrator by regulation may require that:

(a) A licensed broker-dealer who is not registered under the

Securities Exchange Act of 1934 maintain minimum net capital and

a prescribed ratio between net capital and aggregate indebtedness,

which may vary with type or class of broker-dealer; or

(b) A licensed investment adviser who is not registered under

the Investment Advisers Act of 1940 maintain a minimum net

worth.

2. If a licensed broker-dealer or investment adviser knows, or

has reasonable cause to know, that a requirement imposed on it

under this section is not being met, the broker-dealer or investment

adviser shall promptly notify the Administrator of its current

financial condition.

3. The Administrator by regulation may require a fidelity bond

from a broker-dealer who is not registered under the Securities

Exchange Act of 1934.

4. A licensed broker-dealer or investment adviser shall file

financial and other reports that the Administrator determines by

regulation or order are necessary, but filing a copy of the financial

reports filed under the Securities Exchange Act of 1934, in the case

of a broker-dealer, or the Investment Advisers Act of 1940, in the

case of an investment adviser, satisfies the requirements regarding

the filing of financial reports pursuant to this subsection.

5. A licensed broker-dealer, sales representative, investment

adviser or representative of an investment adviser shall make and

maintain records that the Administrator determines by regulation are

necessary and appropriate, but compliance with the recordkeeping

requirements of the Securities Exchange Act of 1934, in the case of

a broker-dealer, or the Investment Advisers Act of 1940, in the case

of an investment adviser, satisfies the requirements of this

subsection.

6. Required records may be maintained in any form of data

storage if they are readily accessible to the Administrator. Required

records must be preserved for 5 years unless the Administrator by

regulation specifies a different period for a particular type or class of

records.

7. If the information contained in a [document] record filed

with the Administrator as part of the application for licensing or

under the section, except information the Administrator by

regulation or order excludes, is or becomes inaccurate or incomplete

in a material respect, the licensed person shall promptly file

correcting information, unless notification of termination has been

given pursuant to subsection 5 of NRS 90.380.

Sec. 221. NRS 90.470 is hereby amended to read as follows:

90.470 1. Securities for which a registration statement has

been filed under the Securities Act of 1933 in connection with the

offering of the securities may be registered by filing, whether or not

they are also eligible for registration under NRS 90.480 or 90.490,

if:

(a) The issuer is organized under the laws of the United States or

a state or, if the issuer is not organized under the laws of the United

States or a state, it has appointed a duly authorized agent in the

United States for service of process;

(b) The issuer has actively engaged in business operations in the

United States for a period of at least 36 consecutive calendar months

immediately before the filing of the federal registration statement;

section 12(b) or 12(g) of the Securities Exchange Act of 1934, and

the class of securities is held of record by 500 or more persons;

(d) The issuer has:

(1) Either a total net worth of $4,000,000 or a total net worth

of $2,000,000 and net pretax income from operations before

allowances for extraordinary items, for at least 2 of the 3 preceding

fiscal years;

(2) Not less than 400,000 units of the class of security

registered under section 12 of the Securities Exchange Act of 1934

held by the public, excluding securities held by officers and

directors of the issuer, underwriters and persons beneficially owning

10 percent or more of that class of security; and

(3) No outstanding warrants and options held by the

underwriters and executive officers and directors of the issuer in an

amount exceeding 10 percent of the total number of shares to be

outstanding after completion of the offering of the securities being

registered;

(e) The issuer has been subject to the requirements of section 12

of the Securities Exchange Act of 1934 and has filed all the material

required to be filed under sections 13 and 14 of that act for at least

36 consecutive calendar months immediately before the filing of the

statement and the issuer has filed in a timely manner all reports

required to be filed during the 12 calendar months next preceding

the filing of the federal registration statement;

(f) For at least 30 days during the 3 months next preceding the

offering of the securities registered there have been at least four

market makers for the class of equity securities registered under

section 12 of the Securities Exchange Act of 1934;

(g) Each of the underwriters participating in the offering of the

security and each broker-dealer who will offer the security in this

state is a member of or is subject to the regulations of fair practice

of a national association of securities dealers with respect to the

offering and the underwriters have contracted to purchase the

securities offered in a principal capacity;

(h) The aggregate commissions or discounts to be received by

the underwriters will not exceed 10 percent of the aggregate price at

which the securities being registered are offered to the public;

(i) Neither the issuer nor any of its subsidiaries, since the end of

the fiscal year next preceding the filing of the registration statement,

have:

(1) Failed to pay a dividend or sinking fund installment on

preferred stock;

(2) Defaulted on indebtedness for borrowed money; or

(3) Defaulted on the rental on one or more long-term leases,

and the defaults in the aggregate are material to the financial

position of the issuer and its subsidiaries, taken as a whole; and

(j) In the case of an equity security, the price at which the

security will be offered to the public is not less than $5 per share.

2. A registration statement under this section must contain the

following information and be accompanied by the following

[documents] records in addition to the information specified in

subsection 4 of NRS 90.500 and the consent to service of process

required by NRS 90.770:

(a) A statement demonstrating eligibility for registration by

filing;

(b) The name, address and form of organization of the issuer;

offering is to be made in a nonissuer distribution:

(1) Name and address;

(2) The amount of securities of the issuer held by the person

as of the date of the filing of the registration statement; and

(3) A statement of the reasons for making the offering;

(d) A description of the security being registered; and

(e) A copy of the latest prospectus filed with the registration

statement under and satisfying the requirements of section 10 of the

Securities Act of 1933.

3. If the information and [documents] records required to be

filed by subsection 2 have been on file with the Administrator for at

least 5 business days, or any shorter period the Administrator allows

by regulation or order, and the applicable registration fee has been

paid before the effectiveness of the federal registration statement, a

registration statement under this section automatically becomes

effective concurrently with the effectiveness of the federal

registration statement. If the federal statement becomes effective

before the conditions in this section are satisfied and they are not

waived, the registration statement becomes effective when the

conditions are satisfied. The registrant shall promptly notify the

Administrator by telephone or telegram of the date and time when

the federal registration statement became effective and the content

of the price amendment, if any, and shall file promptly a

posteffective amendment containing the information and

[documents] records in the price amendment. The Administrator

shall promptly acknowledge receipt of notification and effectiveness

of the registration statement as of the date and time the registration

statement became effective with the Securities and Exchange

Commission.

Sec. 222. NRS 90.480 is hereby amended to read as follows:

90.480 1. Securities for which a registration statement has

been filed under the Securities Act of 1933 in connection with the

offering of the securities may be registered by coordination.

2. A registration statement under this section must contain the

following information and be accompanied by the following

[documents] records in addition to the information specified in

subsection 4 of NRS 90.500 and the consent to service of process

required by NRS 90.770:

(a) One copy of the latest form of prospectus filed under the

Securities Act of 1933;

(b) If the Administrator by regulation or order requires:

(1) A copy of the articles of incorporation and bylaws, or

their substantial equivalents, currently in effect;

(2) A copy of any agreement with or among underwriters;

(3) A copy of any indenture or other instrument governing

the issuance of the security to be registered; and

(4) A copy, specimen or description of the security;

NRS 90.730, any other information or copies of any other

[documents] records filed under the Securities Act of 1933; and

(d) An undertaking to forward promptly and in any event not

later than the first business day after the day they are forwarded to

or filed with the Securities and Exchange Commission, all future

amendments to the federal prospectus, other than an amendment that

delays the effective date of the registration statement, whichever

occurs first.

3. A registration statement under this section becomes effective

when the federal registration statement becomes effective and all the

following conditions are satisfied:

(a) No order is in effect, and no proceeding is pending, under

NRS 90.510;

(b) The registration statement has been on file with the

Administrator for at least 10 days, but if the registration statement is

not filed with the Administrator within 5 days after the initial filing

under the Securities Act of 1933, the registration statement must

have been on file with the Administrator for 30 days or any shorter

period as the Administrator by regulation or order specifies; and

offering prices and the maximum underwriting discounts and

commissions has been on file for 2 full business days or any shorter

period the Administrator permits and the offering is made within

those limitations.

4. The registrant shall promptly notify the Administrator of the

date and time when the federal registration statement became

effective and the content of the price amendment, if any, and shall

promptly file a posteffective amendment containing the information

and [documents] records in the price amendment.

5. Upon failure to receive the required notification and

posteffective amendment with respect to the price amendment, the

Administrator may enter an order, retroactively denying

effectiveness to the registration statement or suspending its

effectiveness until the registrant complies with subsection 4. The

Administrator shall promptly notify the registrant of the issuance of

the order. If the registrant proves compliance with the requirements

of subsection 4 as to notice and posteffective amendment, the order

is void as of its entry.

6. The Administrator by regulation or order may waive either

or both of the conditions specified in paragraphs (b) and (c) of

subsection 3.

7. If the federal registration statement becomes effective before

all the conditions in subsection 3 are satisfied and they are not

waived, the registration statement automatically becomes effective

when all the conditions are satisfied. If the registrant advises the

Administrator of the date when the federal registration statement is

expected to become effective, the Administrator shall promptly

advise the registrant, at the registrant’s expense, whether all

conditions are satisfied and whether the Administrator then

contemplates the institution of a proceeding under NRS 90.510, but

the advice by the Administrator does not preclude the institution of a

proceeding for an order suspending the effectiveness of the

registration statement. An order issued under this subsection is not

retroactive.

8. The Administrator by regulation or order may waive or

modify the application of a requirement of this section if a provision

or an amendment, repeal or other alteration of the provisions of the

Securities Act of 1933 for the registration of securities or of the

regulations adopted under that act renders the waiver or

modification appropriate for further coordination of state and federal

registration.

Sec. 223. NRS 90.490 is hereby amended to read as follows:

90.490 1. A security may be registered by qualification.

2. A registration statement under this section must contain the

following information and be accompanied by the following

[documents] records in addition to the information specified in

subsection 4 of NRS 90.500 and the consent to service of process

required by NRS 90.770:

(a) With respect to the issuer and any significant subsidiary:

(1) Its name, address and form of organization;

(2) The state or foreign jurisdiction and date of its

organization;

(3) The general character and location of its business;

(4) A description of its physical property and equipment; and

(5) A statement of the general competitive conditions in the

industry or business in which it is or will be engaged;

(b) With respect to every director and officer of the issuer or

person occupying a similar status or performing similar functions:

(1) Name, address and principal occupation for the last 5

years;

(2) The amount of securities of the issuer held by the person

as of a specified date within 30 days before the filing of the

registration statement;

(3) The amount of the securities covered by the registration

statement to which the person has indicated an intention to

subscribe; and

(4) A description of any material interest in any material

transaction with the issuer or any significant subsidiary effected

within the past 3 years or proposed to be effected;

compensation paid or given, directly or indirectly, during the last 12

months and estimated to be paid during the next 12 months by the

issuer together with all predecessors, parents, subsidiaries and

affiliates, to all those persons in the aggregate;

(d) With respect to any person owning of record, or beneficially

if known, 10 percent or more of the outstanding shares of a class of

equity security of the issuer, the information specified in paragraph

(b) other than occupation;

(e) With respect to a promoter, if the issuer was organized

within the last 3 years:

(1) The information specified in paragraph (b);

(2) The amount paid to the person within that period or

intended to be paid; and

(3) The consideration for the payment;

(f) With respect to a person on whose behalf a part of the

offering is to be made in a nonissuer distribution:

(1) Name and address;

(2) The amount of securities of the issuer held by the person

as of the date of the filing of the registration statement;

(3) A description of any material interest in any material

transaction with the issuer or any significant subsidiary effected

within the past 3 years or proposed to be effected; and

(4) A statement of the reasons for making the offering;

(g) The capitalization and long-term debt, on both a current and

a pro forma basis, of the issuer and any significant subsidiary,

including a description of each security outstanding or being

registered or otherwise offered, and a statement of the amount and

kind of consideration, whether in the form of cash, physical assets,

services, patents, goodwill or anything else, for which the issuer or a

subsidiary has issued its securities within the last 2 years or is

obligated to issue its securities;

(h) The kind and amount of securities to be offered, the

proposed offering price or the method by which it is to be computed,

any variation therefrom at which a proportion of the offering is to be

made to a person or class of persons other than the underwriters,

with a specification of the person or class, the basis upon which the

offering is to be made if otherwise than for cash, the estimated

aggregate underwriting and selling discounts or commissions and

finder’s fees, including separately cash, securities, contracts or

anything else of value to accrue to the underwriters or finders in

connection with the offering or, if the selling discounts or

commissions are variable, the basis of determining them and their

maximum and minimum amounts, the estimated amounts of other

selling expenses, including legal, engineering and accounting

charges, the name and address of every underwriter and every

recipient of a finder’s fee, a copy of any underwriting or selling-

group agreement pursuant to which the distribution is to be made, or

the proposed form of the agreement whose terms have not yet been

determined, and a description of the plan of distribution of securities

that are to be offered otherwise than through an underwriter;

(i) The estimated cash proceeds to be received by the issuer

from the offering, the purposes for which the proceeds are to be

used by the issuer, the amount to be used for each purpose, the order

of priority in which the proceeds will be used for the purposes

stated, the amounts of funds to be raised from other sources to

achieve the purposes stated, the sources of the funds, and, if part of

the proceeds is to be used to acquire property, including goodwill,

otherwise than in the ordinary course of business, the names and

addresses of the vendors, the purchase price, the names of the

persons who have received commissions in connection with the

acquisition and the amounts of commissions and any other expense

in connection with the acquisition, including the cost of borrowing

money to finance the acquisition;

(j) A description of the stock options or other security options

outstanding or to be created in connection with the offering and the

amount of the options held or to be held by every person required to

be named in paragraph (b), (d), (e), (f) or (h) and by a person who

holds or will hold 10 percent or more in the aggregate of the

options;

(k) The dates of, parties to and general effect, concisely stated,

of every management or other material contract made or to be made

otherwise than in the ordinary course of business if it is to be

performed in whole or in part at or after the filing of the registration

statement or was made within the last 2 years, and a copy of the

contract;

(l) A description of any pending litigation or proceedings to

which the issuer is a party and that materially affect its business or

assets, including any litigation or proceeding known to be

contemplated by a governmental authority;

(m) A copy of any prospectus, pamphlet, circular, form letter,

advertisement or other sales literature intended as of the effective

date to be used in connection with the offering;

(n) A copy, specimen or description of the security being

registered, a copy of the issuer’s articles of incorporation and

bylaws or their substantial equivalents, as currently in effect, and a

copy of any indenture or other instrument covering the security to be

registered;

(o) A signed or conformed copy of an opinion of counsel as to

the legality of the security being registered, with an English

translation if it is in a foreign language, which states whether the

security when sold will be legally issued, fully paid and

nonassessable and, if a debt security, a binding obligation of the

issuer;

(p) The written consent of an accountant, engineer, appraiser or

other person whose profession gives authority to a statement made

by the person, if the person is named as having prepared or certified

a report or valuation, other than a public and official [document]

record or statement, which is used in connection with the

registration statement;

(q) A statement of financial condition of the issuer as of a date

within 4 months before the filing of the registration statement, a

statement of results of operations and analysis of surplus for each of

the 3 fiscal years preceding the date of the statement of financial

condition and for any period between the close of the last fiscal year

and the date of the statement of financial condition, or for the period

of the issuer’s and any predecessors’ existence if less than 3 years,

and, if part of the proceeds of the offering is to be applied to the

purchase of a business, the same financial statements which would

be required if that business were the registrant; and

(r) Any additional information the Administrator by regulation

or order specifies.

3. A statement under this section becomes effective 30

calendar days, or any shorter period as the Administrator by

regulation or order specifies, after the date the registration statement

or the last amendment other than a price amendment is filed, if:

(a) No order is in effect and no proceeding is pending under

NRS 90.510;

(b) The Administrator has not, under subsection 4, ordered that

effectiveness be delayed; and

delayed.

4. The Administrator may delay effectiveness for a single

period of not more than 90 days if the Administrator determines the

registration statement is not complete in all material respects and

promptly notifies the registrant of that determination. The

Administrator may delay effectiveness for a single period of not

more than 30 days if the Administrator determines that the delay is

necessary, whether or not the Administrator previously delayed

effectiveness under this subsection.

Sec. 224. NRS 90.500 is hereby amended to read as follows:

90.500 1. A registration statement may be filed by the issuer,

any other person on whose behalf the offering is to be made, or a

broker-dealer licensed under this chapter.

2. Except as provided in subsection 3, a person filing a

registration statement shall pay a filing fee of one-tenth of 1 percent

of the maximum aggregate offering price at which the registered

securities are to be offered in this state, but not less than $350 or

more than $2,500. If a registration statement is withdrawn before the

effective date or a pre-effective order is entered under NRS 90.510,

the Administrator shall retain the fee.

3. An open-end management company, a face amount

certificate company or a unit investment trust, as defined in the

Investment Company Act of 1940, may register an indefinite

amount of securities under a registration statement. The registrant

shall pay:

(a) A fee of $500 at the time of filing; and

(b) Within 60 days after the registrant’s fiscal year during which

its statement is effective, a fee of $2,000, or file a report on a form

the Administrator adopts, specifying its sale of securities to persons

in this state during the fiscal year and pay a fee of one-tenth of 1

percent of the aggregate sales price of the securities sold to persons

in this state, but the latter fee must not be less than $350 or more

than $2,500.

4. Except as otherwise permitted by subsection 3, a statement

must specify:

(a) The amount of securities to be offered in this state and the

states in which a statement or similar [document] record in

connection with the offering has been or is to be filed; and

(b) Any adverse order, judgment or decree entered by a

securities agency or administrator in any state or by a court or the

Securities and Exchange Commission in connection with the

offering.

5. A [document] record filed under this chapter as now or

previously in effect, within 5 years before the filing of a registration

statement, may be incorporated by reference in the registration

statement if the [document] record is currently accurate.

6. The Administrator by regulation or order may permit the

omission of an item of information or [document] record from a

statement.

7. In the case of a nonissuer offering, the Administrator may

not require information under NRS 90.510 or subsection 13 of this

section unless it is known to the person filing the registration

statement or to the person on whose behalf the offering is to be

made, or can be furnished by one of them without unreasonable

effort or expense.

8. In the case of a registration under NRS 90.480 or 90.490 by

an issuer who has no public market for its shares and no significant

earnings from continuing operations during the last 5 years or any

shorter period of its existence, the Administrator by regulation or

order may require as a condition of registration that the following

securities be deposited in escrow for not more than 3 years:

(a) A security issued to a promoter within the 3 years

immediately before the offering or to be issued to a promoter for a

consideration substantially less than the offering price; and

(b) A security issued to a promoter for a consideration other

than cash, unless the registrant demonstrates that the value of the

noncash consideration received in exchange for the security is

substantially equal to the offering price for the security.

The Administrator by regulation may determine the conditions of an

escrow required under this subsection, but the Administrator may

not reject a depository solely because of location in another state.

9. The Administrator by regulation may require as a condition

of registration under NRS 90.480 or 90.490 that the proceeds from

the sale of the registered security in this state be impounded until the

issuer receives a specified amount from the sale of the security. The

Administrator by regulation or order may determine the conditions

of an impounding arrangement required under this subsection, but

the Administrator may not reject a depository solely because of its

location in another state.

10. If a security is registered pursuant to NRS 90.470 or

90.480, the prospectus filed under the Securities Act of 1933 must

be delivered to each purchaser in accordance with the requirements

of that act for the delivery of a prospectus.

11. If a security is registered pursuant to NRS 90.490, an

offering [document] record containing information the

Administrator by regulation or order designates must be delivered to

each purchaser with or before the earliest of:

(a) The first written offer made to the purchaser by or for the

account of the issuer or another person on whose behalf the offering

is being made or by an underwriter or broker-dealer who is offering

part of an unsold allotment or subscription taken by it as a

participant in the distribution;

(b) Confirmation of a sale made by or for the account of a

person named in paragraph (a);

(d) Delivery pursuant to a sale.

12. Except for a registration statement under which an

indefinite amount of securities are registered as provided in

subsection 3, a statement remains effective for 1 year after its

effective date unless the Administrator by regulation extends the

period of effectiveness. A registration statement under which an

indefinite amount of securities are registered remains effective until

60 days after the beginning of the registrant’s next fiscal year

following the date the statement was filed. All outstanding securities

of the same class as a registered security are considered to be

registered for the purpose of a nonissuer transaction while the

registration statement is effective, unless the Administrator by

regulation or order provides otherwise. A registration statement may

not be withdrawn after its effective date if any of the securities

registered have been sold in this state, unless the Administrator by

regulation or order provides otherwise. No registration statement is

effective while an order is in effect under subsection 1 of

NRS 90.510.

13. During the period that an offering is being made pursuant

to an effective registration statement, the Administrator by

regulation or order may require the person who filed the registration

statement to file reports, not more often than quarterly, to keep

reasonably current the information contained in the registration

statement and to disclose the progress of the offering.

14. A registration statement filed under NRS 90.470 or 90.480

may be amended after its effective date to increase the securities

specified to be offered and sold. The amendment becomes effective

upon filing of the amendment and payment of an additional filing

fee of 3 times the fee otherwise payable, calculated in the manner

specified in subsection 2, with respect to the additional securities to

be offered and sold. The effectiveness of the amendment relates

back to the date or dates of sale of the additional securities being

registered.

15. A registration statement filed under NRS 90.490 may be

amended after its effective date to increase the securities specified to

be offered and sold, if the public offering price and underwriters’

discounts and commissions are not changed from the respective

amounts which the Administrator was informed. The amendment

becomes effective when the Administrator so orders and relates

back to the date of sale of the additional securities being registered.

A person filing an amendment shall pay an additional filing fee of 3

times the fee otherwise payable, calculated in the manner specified

in subsection 2, with respect to the additional securities to be offered

and sold.

Sec. 225. NRS 90.530 is hereby amended to read as follows:

90.530 The following transactions are exempt from NRS

90.460 and 90.560:

1. An isolated nonissuer transaction, whether or not effected

through a broker-dealer.

2. A nonissuer transaction in an outstanding security if the

issuer of the security has a class of securities subject to registration

under section 12 of the Securities Exchange Act of 1934, 15 U.S.C.

§ 78l, and has been subject to the reporting requirements of section

13 or 15(c) of the Securities Exchange Act of 1934, 15 U.S.C. §§

78m and 78o(d), for not less than 90 days next preceding the

transaction, or has filed and maintained with the Administrator for

not less than 90 days preceding the transaction information, in such

form as the Administrator, by regulation, specifies, substantially

comparable to the information the issuer would be required to file

under section 12(b) or 12(g) of the Securities Exchange Act of 1934,

15 U.S.C. §§ 78l(b) and 78l(g), were the issuer to have a class of its

securities registered under section 12 of the Securities Exchange Act

of 1934, 15 U.S.C. § 78l, and paid a fee with the filing of $150.

3. A nonissuer transaction by a sales representative licensed in

this state, in an outstanding security if:

(a) The security is sold at a price reasonably related to the

current market price of the security at the time of the transaction;

(b) The security does not constitute all or part of an unsold

allotment to, or subscription or participation by, a broker-dealer as

an underwriter of the security;

designated by the Administrator by regulation or order contains the

names of the issuer’s officers and directors, a statement of the

financial condition of the issuer as of a date within the preceding 18

months, and a statement of income or operations for each of the last

2 years next preceding the date of the statement of financial

condition, or for the period as of the date of the statement of

financial condition if the period of existence is less than 2 years;

(d) The issuer of the security has not undergone a major

reorganization, merger or acquisition within the preceding 30 days

which is not reflected in the information contained in the manual;

and

(e) At the time of the transaction, the issuer of the security has a

class of equity security listed on the New York Stock Exchange,

American Stock Exchange or other exchange designated by the

Administrator, or on the National Market System of the National

Association of Securities Dealers Automated Quotation System. The

requirements of this paragraph do not apply if:

(1) The security has been outstanding for at least 180 days;

(2) The issuer of the security is actually engaged in business

and is not developing his business, in bankruptcy or in receivership;

and

(3) The issuer of the security has been in continuous

operation for at least 5 years.

4. A nonissuer transaction in a security that has a fixed

maturity or a fixed interest or dividend provision if there has been

no default during the current fiscal year or within the 3 preceding

years, or during the existence of the issuer, and any predecessors if

less than 3 years, in the payment of principal, interest or dividends

on the security.

5. A nonissuer transaction effected by or through a registered

broker-dealer pursuant to an unsolicited order or offer to purchase.

6. A transaction between the issuer or other person on whose

behalf the offering of a security is made and an underwriter, or a

transaction among underwriters.

7. A transaction in a bond or other evidence of indebtedness

secured by a real estate mortgage, deed of trust, personal property

security agreement, or by an agreement for the sale of real estate or

personal property, if the entire mortgage, deed of trust or agreement,

together with all the bonds or other evidences of indebtedness

secured thereby, is offered and sold as a unit.

8. A transaction by an executor, administrator, sheriff, marshal,

receiver, trustee in bankruptcy, guardian or conservator.

9. A transaction executed by a bona fide secured party without

the purpose of evading this chapter.

10. An offer to sell or sale of a security to a financial or

institutional investor or to a broker-dealer.

11. Except as otherwise provided in this subsection, a

transaction pursuant to an offer to sell securities of an issuer if:

(a) The transaction is part of an issue in which there are not

more than 25 purchasers in this state, other than those designated in

subsection 10, during any 12 consecutive months;

(b) No general solicitation or general advertising is used in

connection with the offer to sell or sale of the securities;

given, directly or indirectly, to a person, other than a broker-dealer

licensed or not required to be licensed under this chapter, for

soliciting a prospective purchaser in this state; and

(d) One of the following conditions is satisfied:

(1) The seller reasonably believes that all the purchasers in

this state, other than those designated in subsection 10, are

purchasing for investment; or

(2) Immediately before and immediately after the

transaction, the issuer reasonably believes that the securities of the

issuer are held by 50 or fewer beneficial owners, other than those

designated in subsection 10, and the transaction is part of an

aggregate offering that does not exceed $500,000 during any 12

consecutive months.

The Administrator by rule or order as to a security or transaction or

a type of security or transaction, may withdraw or further condition

the exemption set forth in this subsection or waive one or more of

the conditions of the exemption.

12. An offer to sell or sale of a preorganization certificate or

subscription if:

(a) No commission or other similar compensation is paid or

given, directly or indirectly, for soliciting a prospective subscriber;

(b) No public advertising or general solicitation is used in

connection with the offer to sell or sale;

(d) The number of subscribers does not exceed 10; and

(e) No payment is made by a subscriber.

13. An offer to sell or sale of a preorganization certificate or

subscription issued in connection with the organization of a

depository institution if that organization is under the supervision of

an official or agency of a state or of the United States which has and

exercises the authority to regulate and supervise the organization of

the depository institution. For the purpose of this subsection, “under

the supervision of an official or agency” means that the official or

agency by law has authority to require disclosures to prospective

investors similar to those required under NRS 90.490, impound

proceeds from the sale of a preorganization certificate or

subscription until organization of the depository institution is

completed, and require refund to investors if the depository

institution does not obtain a grant of authority from the appropriate

official or agency.

14. A transaction pursuant to an offer to sell to existing

security holders of the issuer, including persons who at the time of

the transaction are holders of transferable warrants exercisable

within not more than 90 days after their issuance, convertible

securities or nontransferable warrants, if:

(a) No commission or other similar compensation other than a

standby commission, is paid or given, directly or indirectly, for

soliciting a security holder in this state; or

(b) The issuer first files a notice specifying the terms of the offer

to sell, together with a nonrefundable fee of $150, and the

Administrator does not by order disallow the exemption within the

next 5 full business days.

15. A transaction involving an offer to sell, but not a sale, of a

security not exempt from registration under the Securities Act of

1933, 15 U.S.C. §§ 77a et seq., if:

(a) A registration or offering statement or similar [document]

record as required under the Securities Act of 1933, 15 U.S.C. §§

77a et seq., has been filed, but is not effective;

(b) A registration statement, if required, has been filed under

this chapter, but is not effective; and

of registration, of which the offeror is aware, has been entered by

the Administrator or the Securities and Exchange Commission, and

no examination or public proceeding that may culminate in that kind

of order is known by the offeror to be pending.

16. A transaction involving an offer to sell, but not a sale, of a

security exempt from registration under the Securities Act of 1933,

15 U.S.C. §§ 77a et seq., if:

(a) A registration statement has been filed under this chapter, but

is not effective; and

(b) No order denying, suspending or revoking the effectiveness

of registration, of which the offeror is aware, has been entered by

the Administrator and no examination or public proceeding that may

culminate in that kind of order is known by the offeror to be

pending.

17. A transaction involving the distribution of the securities of

an issuer to the security holders of another person in connection

with a merger, consolidation, exchange of securities, sale of assets

or other reorganization to which the issuer, or its parent or

subsidiary, and the other person, or its parent or subsidiary, are

parties, if:

(a) The securities to be distributed are registered under the

Securities Act of 1933, 15 U.S.C. §§ 77a et seq., before the

consummation of the transaction; or

(b) The securities to be distributed are not required to be

registered under the Securities Act of 1933, 15 U.S.C. §§ 77a et

seq., written notice of the transaction and a copy of the materials, if

any, by which approval of the transaction will be solicited, together

with a nonrefundable fee of $150, are given to the Administrator at

least 10 days before the consummation of the transaction and the

Administrator does not, by order, disallow the exemption within the

next 10 days.

18. A transaction involving the offer to sell or sale of one or

more promissory notes each of which is directly secured by a first

lien on a single parcel of real estate, or a transaction involving the

offer to sell or sale of participation interests in the notes if the notes

and participation interests are originated by a depository institution

and are offered and sold subject to the following conditions:

(a) The minimum aggregate sales price paid by each purchaser

may not be less than $250,000;

(b) Each purchaser must pay cash either at the time of the sale or

within 60 days after the sale; and

19. A transaction involving the offer to sell or sale of one or

more promissory notes directly secured by a first lien on a single

parcel of real estate or participating interests in the notes, if the

notes and interests are originated by a mortgagee approved by the

Secretary of Housing and Urban Development under sections 203

and 211 of the National Housing Act, 12 U.S.C. §§ 1709 and 1715b,

and are offered or sold, subject to the conditions specified in

subsection 18, to a depository institution or insurance company, the

Federal Home Loan Mortgage Corporation, the Federal National

Mortgage Association or the Government National Mortgage

Association.

20. A transaction between any of the persons described in

subsection 19 involving a nonassignable contract to buy or sell the

securities described in subsection 18 if the contract is to be

completed within 2 years and if:

(a) The seller of the securities pursuant to the contract is one of

the parties described in subsection 18 or 19 who may originate

securities;

(b) The purchaser of securities pursuant to a contract is any

other person described in subsection 19; and

21. A transaction involving one or more promissory notes

secured by a lien on real estate, or participating interests in those

notes, by:

(a) A mortgage company licensed pursuant to chapter 645E of

NRS to engage in those transactions; or

(b) A mortgage broker licensed pursuant to chapter 645B of

NRS to engage in those transactions.

Sec. 226. NRS 90.600 is hereby amended to read as follows:

90.600 It is unlawful for a person to make or cause to be made,

in a [document] record filed with the Administrator or in a

proceeding under this chapter a statement that the person knows or

has reasonable grounds to know is, at the time and in the light of the

circumstances under which it is made, false or misleading in a

material respect.

Sec. 227. NRS 90.610 is hereby amended to read as follows:

90.610 1. Neither the fact that an application for licensing or

a statement has been filed under this chapter, nor the fact that a

person is licensed or a security is registered under this chapter

constitutes a finding by the Administrator that any [document]

record filed under this chapter is true, complete and not misleading.

Neither of those facts nor the fact that an exemption or exception is

available for a security or a transaction means that the Administrator

has passed upon the merits or qualifications of, or recommended or

given approval to, any person, security or transaction.

2. It is unlawful to make, or cause to be made, to a purchaser,

customer or client a representation inconsistent with subsection 1.

Sec. 228. NRS 90.620 is hereby amended to read as follows:

90.620 1. The Administrator may make an investigation,

within or outside of this state, as he finds necessary to determine

whether a person has violated or is about to violate this chapter or

any regulation or order of the Administrator under this chapter or to

aid in enforcement of this chapter.

2. Except as otherwise provided in subsection 4 of NRS

90.730, the Administrator may publish information concerning a

violation of this chapter or a regulation or order of the Administrator

under this chapter or concerning types of securities or acts or

practices in the offer, sale or purchase of types of securities which

may operate as a fraud or deceit.

3. For the purposes of an investigation or proceeding under this

chapter the Administrator or any officer or employee designated by

the Administrator by regulation, order or written direction may

conduct hearings, administer oaths and affirmations, render findings

of fact and conclusions of law, subpoena witnesses, compel their

attendance, take evidence and require the production, by subpoena

or otherwise, of books, papers, correspondence, memoranda,

agreements or other [documents or] records which the Administrator

determines to be relevant or material to the investigation or

proceeding. A person whom the Administrator does not consider to

be the subject of an investigation is entitled to reimbursement at the

rate of 25 cents per page for copies of [documents] records which

he is required by subpoena to produce. The Administrator may

require or permit a person to file a statement, under oath or

otherwise as the Administrator determines, as to the facts and

circumstances concerning the matter to be investigated.

4. If the activities constituting an alleged violation for which

the information is sought would be a violation of this chapter had

the activities occurred in this state, the Administrator may issue and

apply to enforce subpoenas in this state at the request of a securities

agency or administrator of another state.

5. If a person does not testify or produce the [documents]

records required by the Administrator or a designated officer or

employee pursuant to subpoena, the Administrator or designated

officer or employee may apply to the court for an order compelling

compliance. A request for an order of compliance may be addressed

to:

(a) The district court in and for the county where service may be

obtained on the person refusing to testify or produce, if the person is

subject to service of process in this state; or

(b) A court of another state having jurisdiction over the person

refusing to testify or produce, if the person is not subject to service

of process in this state.

6. Not later than the time the Administrator requests an order

for compliance, the Administrator shall either send notice of the

request by registered or certified mail, return receipt requested, to

the respondent at the last known address or take other steps

reasonably calculated to give the respondent actual notice.

Sec. 229. NRS 90.730 is hereby amended to read as follows:

90.730 1. Except as otherwise provided in subsection 2,

information and [documents] records filed with or obtained by the

Administrator are public information and are available for public

examination.

2. Except as otherwise provided in subsections 3 and 4, the

following information and [documents] records do not constitute

public information under subsection 1 and are confidential:

(a) Information or [documents] records obtained by the

Administrator in connection with an investigation concerning

possible violations of this chapter; and

(b) Information or [documents] records filed with the

Administrator in connection with a registration statement filed under

this chapter or a report under NRS 90.390 which constitute trade

secrets or commercial or financial information of a person for which

that person is entitled to and has asserted a claim of privilege or

confidentiality authorized by law.

3. The Administrator may submit any information or evidence

obtained in connection with an investigation to the Attorney General

or appropriate district attorney for the purpose of prosecuting a

criminal action under this chapter.

4. The Administrator may disclose any information obtained in

connection with an investigation pursuant to NRS 90.620 to the

agencies and administrators specified in subsection 1 of NRS 90.740

but only if disclosure is provided for the purpose of a civil,

administrative or criminal investigation or proceeding, and the

receiving agency or administrator represents in writing that under

applicable law protections exist to preserve the integrity,

confidentiality and security of the information.

5. This chapter does not create any privilege or diminish any

privilege existing at common law, by statute, regulation or

otherwise.

Sec. 230. NRS 90.740 is hereby amended to read as follows:

90.740 1. To encourage uniform interpretation and

administration of this chapter and effective securities regulation and

enforcement, the Administrator and the employees of the Division

may cooperate with the securities agencies or administrator of one

or more states, Canadian provinces or territories, or another country,

the Securities and Exchange Commission, the Commodity Futures

Trading Commission, the Securities Investor Protection

Corporation, any self-regulatory organization, any national or

international organization of securities officers or agencies and any

governmental law enforcement or regulatory agency.

2. The cooperation authorized by subsection 1 includes:

(a) Establishing a central depository for licensing or registration

under this chapter and for [documents or] records required or

allowed to be maintained under this chapter;

(b) Making a joint examination or investigation for licensing or

registration;

(d) Filing and prosecuting a joint civil or administrative

proceeding;

(e) Sharing and exchanging personnel;

(f) Sharing and exchanging information and [documents]

records subject to the restrictions of NRS 90.730; and

(g) Formulating, in accordance with chapter 233B of NRS,

regulations or proposed regulations on matters, statements of policy,

guidelines and interpretative opinions and releases.

Sec. 231. NRS 90.820 is hereby amended to read as follows:

90.820 1. The Administrator may use emergency

administrative proceedings in a situation involving an immediate

danger to the public welfare requiring immediate action.

2. The Administrator may take only such action as is necessary

to prevent or avoid the immediate danger to the public welfare that

justifies use of emergency administrative proceedings.

3. The Administrator shall issue an order, including a brief

statement of findings of fact, conclusions of law, and if it is an

exercise of the agency’s discretion, reasons of policy for the

decision to justify the determination of an immediate danger and his

decision to take the specific action.

4. The Administrator shall give such notice as is practicable to

persons who are required to comply with the order. The order is

effective when issued.

5. After issuing an order under this section, the Administrator

shall proceed as quickly as feasible to complete proceedings that

would be required under chapter 233B of NRS if the matter did not

involve an immediate danger.

6. The record of the Administrator consists of the [documents]

records regarding the matter that were considered or prepared by

him. He shall maintain these [documents] records as the official

record.

7. Unless otherwise required by law, the Administrator’s

record need not constitute the exclusive basis for his action in

emergency administrative proceedings or for judicial review of the

action.

8. An order issued under this section is subject to judicial

review in the manner provided in chapter 233B of NRS for the final

decision in a contested case.

Sec. 232. NRS 90.847 is hereby amended to read as follows:

90.847 The Administrator may, by regulation or order, approve

systems for the electronic delivery of [documents] records and

applications to the Administrator or his designee or to the principal

office of the Administrator.

Sec. 233. Chapter 91 of NRS is hereby amended by adding

thereto a new section to read as follows:

“Record” means information that is inscribed on a tangible

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

retrievable in perceivable form.

Sec. 234. NRS 91.020 is hereby amended to read as follows:

91.020 As used in this chapter, unless the context otherwise

requires, the words and terms defined in NRS 91.030 to 91.150,

inclusive, and section 233 of this act have the meanings ascribed to

them in those sections.

Sec. 235. NRS 91.160 is hereby amended to read as follows:

91.160 1. This chapter must be administered by the

Administrator of the Securities Division of the Office of the

Secretary of State.

2. It is unlawful for the Administrator or any employee of the

Administrator to use for personal benefit any information which is

filed with or obtained by the Administrator and which is not made

public. It is unlawful for the Administrator or any employee of the

Administrator to conduct any dealings regarding a security or

commodity based upon any such information, even though made

public, if there has not been a sufficient period of time for the

securities or commodity markets to assimilate such information.

3. Except as otherwise provided in subsection 4, all

information and materials collected, assembled or maintained by the

Administrator are public records.

4. The following information is confidential:

(a) Information obtained in private investigations pursuant to

NRS 91.300; and

(b) Information obtained from federal agencies which may not

be disclosed under federal law.

5. The Administrator in his discretion may disclose any

information made confidential under subsection 4 to persons

identified in subsection 1 of NRS 91.170.

6. No provision of this chapter either creates or derogates any

privilege which exists at common law, by statute or otherwise when

any [documentary] record or other evidence is sought under

subpoena directed to the Administrator or any employee of the

Administrator.

Sec. 236. NRS 91.170 is hereby amended to read as follows:

91.170 1. To encourage uniform application and

interpretation of this chapter and regulation and enforcement of

securities laws in general, the Administrator and the employees of

the Administrator may cooperate, including bearing the expense

of the cooperation, with the securities agency or administrator of

another jurisdiction, Canadian province or territory, the Commodity

Futures Trading Commission, the Securities and Exchange

Commission, any self-regulatory organization established under the

Commodity Exchange Act or the Securities Exchange Act of 1934,

any national or international organization of officers or agencies

which regulate commodities or securities, and any governmental law

enforcement agency.

2. The cooperation authorized by subsection 1 includes, but is

not limited to, the following:

(a) Making joint examinations or investigations;

(b) Holding joint administrative hearings;

(d) Sharing and exchanging personnel;

(e) Sharing and exchanging information and [documents;]

records;

(f) Formulating and adopting mutual regulations, statements of

policy, guidelines, proposed statutory changes and releases; and

(g) Issuing and enforcing subpoenas at the request of the agency

administering this chapter in another jurisdiction, the securities

agency of another jurisdiction, the Commodity Futures Trading

Commission or the Securities and Exchange Commission if the

information sought would also be subject to lawful subpoena for

conduct occurring in this state.

Sec. 237. NRS 91.210 is hereby amended to read as follows:

91.210 1. The prohibitions in NRS 91.190 do not apply to the

following:

(a) An account, agreement or transaction within the exclusive

jurisdiction of the Commodity Futures Trading Commission granted

under the Commodity Exchange Act.

(b) A commodity contract for the purchase of one or more

precious metals which requires, and under which the purchaser

receives, within 7 calendar days after the payment of any portion of

the purchase price, physical delivery of the quantity of the precious

metals purchased by the payment. For purposes of this paragraph,

physical delivery shall be deemed to have occurred if, within the 7-

day period, the quantity of precious metals purchased by the

payment is delivered, whether in specifically segregated or fungible

bulk form, into the possession of a depository other than the seller

which is either:

(1) A financial institution;

(2) A depository the warehouse receipts of which are

recognized for delivery purposes for any commodity on a contract

market designated by the Commodity Futures Trading Commission;

(3) A storage facility licensed or regulated by the United

States or any agency thereof; or

(4) A depository designated by the Administrator,

and the depository issues, and the purchaser receives, a certificate,

[document] record of title, confirmation or other instrument

evidencing that such a quantity of precious metals has been

delivered to the depository and is being and will continue to be held

by the depository on the purchaser’s behalf, free and clear of all

liens and encumbrances, other than liens of the purchaser, tax liens,

liens agreed to by the purchaser, or liens of the depository for fees

and expenses, which have previously been disclosed to the

purchaser.

producing, processing, using commercially or handling as

merchants, each commodity subject thereto, or any by-product

thereof.

(d) A commodity contract under which the offeree or the

purchaser is a person referred to in NRS 91.200, an insurance

company, an investment company as defined in the Investment

Company Act of 1940, or an employee pension and profit-sharing or

benefit plan, other than a self-employed individual retirement plan

or individual retirement account.

2. The Administrator may adopt regulations or issue orders

prescribing the terms and conditions of all transactions and contracts

covered by the provisions of this chapter which are not within the

exclusive jurisdiction of the Commodity Futures Trading

Commission granted by the Commodity Exchange Act, exempting

any person or transaction from any provision of this chapter

conditionally or unconditionally and otherwise implementing the

provisions of this chapter for the protection of purchasers and sellers

of commodities.

Sec. 238. NRS 91.300 is hereby amended to read as follows:

91.300 1. The Administrator may make investigations, within

or outside of this state, as he finds necessary or appropriate to:

(a) Determine whether any person has violated, or is about to

violate, any provision of this chapter or any regulation or order of

the Administrator; or

(b) Aid in the enforcement of this chapter.

2. The Administrator may publish information concerning any

violation of this chapter or any regulation or order of the

Administrator.

3. For the purposes of any investigation or proceeding under

this chapter, the Administrator, or an officer or employee designated

by the Administrator, may administer oaths and affirmations,

subpoena witnesses, compel their attendance, take evidence and

require the production of any books, papers, correspondence,

memoranda, agreements or other [documents or] records which the

Administrator finds to be relevant or material to the inquiry.

4. If a person does not give testimony or produce the

[documents] records required by the Administrator or a designated

officer or employee pursuant to an administrative subpoena, the

Administrator or designated officer or employee may apply for a

court order compelling compliance with the subpoena or the giving

of the required testimony.

5. The request for an order of compliance may be addressed to

either:

(a) The District Court for the First Judicial District;

(b) The district court for any judicial district where service may

be obtained on the person refusing to testify or produce, if the

person is within this state; or

person refusing to testify or produce, if the person is outside of this

state.

6. If the activities constituting an alleged violation for which

the information is sought would be a violation of this chapter had

the activities occurred in this state, the Administrator may issue and

apply to enforce subpoenas, in the manner set forth in subsection 5,

in this state at the request of a securities agency or administrator of

another state.

Sec. 239. Chapter 92A of NRS is hereby amended by adding

thereto the provisions set forth as sections 240 to 244, inclusive, of

this act.

Sec. 240. “Articles,” “articles of incorporation” and

“certificate of incorporation” are synonymous terms and unless

the context otherwise requires, include all certificates filed

pursuant to NRS 78.030, 78.1955, 78.209, 78.380, 78.385 and

78.390 and any articles of merger, conversion, exchange or

domestication filed pursuant to NRS 92A.200 to 92A.240,

inclusive, or 92A.270. Unless the context otherwise requires, these

terms include restated articles and certificates of incorporation.

Sec. 241. “Charter document” means the articles of

incorporation of a foreign corporation, whether or not for profit,

the articles of incorporation of a domestic corporation and a

domestic nonprofit corporation, the articles of organization of

a limited-liability company, the certificate of limited partnership of

a limited partnership or the certificate of trust of a business trust

and all amendments thereto.

Sec. 242. “Record” means information that is inscribed on a

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

and is retrievable in perceivable form.

Sec. 243. “Sign” means to affix a signature to a record.

Sec. 244. “Signature” means a name, word, symbol or mark

executed or otherwise adopted, or a record encrypted or similarly

processed in whole or in part, by a person with the present intent

to identify himself and adopt or accept a record. The term

includes, without limitation, an electronic signature as defined in

NRS 719.100.

Sec. 245. NRS 92A.005 is hereby amended to read as follows:

92A.005 As used in this chapter, unless the context otherwise

requires, the words and terms defined in NRS 92A.007 to 92A.090,

inclusive, and sections 240 to 244, inclusive, of this act have the

meanings ascribed to them in those sections.

Sec. 246. NRS 92A.045 is hereby amended to read as follows:

92A.045 “Entity” means a foreign or domestic [corporation,] :

1. Corporation, whether or not for profit[, limited-liability

company, limited] ;

2. Limited-liability company;

3. Limited partnership ; or [business]

4. Business trust.

Sec. 247. 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. [The] 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;

(d) The manner and basis 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.

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. 248. 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.

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;

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

(e) Terms and conditions of the conversion;

(f) Manner and basis 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) Full text of the constituent documents of the resulting entity.

3. The plan of conversion may set forth other provisions

relating to the conversion.

Sec. 249. 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.

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

approved:

(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.

4. Unless the plan of merger, conversion or exchange is

approved by the written consent of stockholders pursuant to

subsection [8,] 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[, subsection 6] 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. [In addition to any other vote required, if a plan of merger

contains an amendment to the articles of incorporation of the

surviving domestic corporation or if a plan of conversion provides

for a resulting entity with constituent documents, that adversely alter

or change any preference or other right given to any class or series

of outstanding stock of the surviving domestic corporation, then the

plan of merger or conversion must be approved by the vote of

stockholders representing a majority of the voting power of each

class or series adversely affected by the amendment or the

constituent documents, regardless of limitations or restrictions on

the voting power of that class or series of stock.

8.] 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.

[9.] 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.

[10.] 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:

(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;

(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.

[11.] 10. This section does not prevent or restrict a board of

directors from cancelling the proposed meeting or removing 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. 250. NRS 92A.165 is hereby amended to read as follows:

92A.165 Unless otherwise provided in the certificate of trust or

governing instrument of a domestic business trust, a plan of merger,

conversion or exchange must be approved by all the trustees and

beneficial owners of each domestic business trust that is a

constituent entity in the merger.

Sec. 251. NRS 92A.190 is hereby amended to read as follows:

92A.190 1. One or more foreign entities may merge or enter

into an exchange of owner’s interests with one or more domestic

entities if:

(a) In a merger, the merger is permitted by the law of the

jurisdiction under whose law each foreign entity is organized and

governed and each foreign entity complies with that law in effecting

the merger;

(b) In an exchange, the entity whose owner’s interests will be

acquired is a domestic entity, whether or not an exchange of

owner’s interests is permitted by the law of the jurisdiction under

whose law the acquiring entity is organized;

inclusive, if it is the surviving entity in the merger or acquiring

entity in the exchange and sets forth in the articles of merger or

exchange its address where copies of process may be sent by the

Secretary of State; and

(d) Each domestic entity complies with the applicable provisions

of NRS 92A.100 to 92A.180, inclusive, and, if it is the surviving

entity in the merger or acquiring entity in the exchange, with NRS

92A.200 to 92A.240, inclusive.

2. When the merger or exchange takes effect, the surviving

foreign entity in a merger and the acquiring foreign entity in an

exchange shall be deemed:

(a) To appoint the Secretary of State as its agent for service of

process in a proceeding to enforce any obligation which accrued

before the merger or exchange became effective or the rights of

dissenting owners of each domestic entity that was a party to the

merger or exchange. Service of such process must be made by

personally delivering to and leaving with the Secretary of State

duplicate copies of the process and the payment of a fee of $50 for

accepting and transmitting the process. The Secretary of State shall

forthwith send by registered or certified mail one of the copies to

the surviving or acquiring entity at its specified address, unless the

surviving or acquiring entity has designated in writing to the

Secretary of State a different address for that purpose, in which case

it must be mailed to the last address so designated.

(b) To agree that it will promptly pay to the dissenting owners of

each domestic entity that is a party to the merger or exchange the

amount, if any, to which they are entitled under or created pursuant

to NRS 92A.300 to 92A.500, inclusive.

3. This section does not limit the power of a foreign entity to

acquire all or part of the owner’s interests of one or more classes or

series of a domestic entity through a voluntary exchange or

otherwise.

Sec. 252. NRS 92A.200 is hereby amended to read as follows:

92A.200 After a plan of merger or exchange is approved as

required by this chapter, the surviving or acquiring entity shall

deliver to the Secretary of State for filing articles of merger or

exchange setting forth:

1. The name and jurisdiction of organization of each

constituent entity;

2. That a plan of merger or exchange has been adopted by each

constituent entity;

3. If approval of the owners of one or more constituent entities

was not required, a statement to that effect and the name of each

entity;

4. If approval of owners of one or more constituent entities was

required, the name of each entity and a statement for each entity that

(a) The] the plan was approved by the required consent of the

owners; [or

(b) A plan was submitted to the owners pursuant to this chapter

including:

(1) The designation, percentage of total vote or number of

votes entitled to be cast by each class of owner’s interests entitled to

vote separately on the plan; and

(2) Either the total number of votes or percentage of owner’s

interests cast for and against the plan by the owners of each class of

interests entitled to vote separately on the plan or the total number

of undisputed votes or undisputed total percentage of owner’s

interests cast for the plan separately by the owners of each

class,

and the number of votes or percentage of owner’s interests cast for

the plan by the owners of each class of interests was sufficient for

approval by the owners of that class;]

5. In the case of a merger, the amendment, if any, to the

[articles of incorporation, articles of organization, certificate of

limited partnership or certificate of trust] charter document of the

surviving entity, which amendment may be set forth in the articles

of merger as a specific amendment or in the form of[:

(a) Amended and restated articles of incorporation;

(b) Amended and restated articles of organization;

(d) An] an amended and restated [certificate of trust,] charter

document or attached in that form as an exhibit; and

6. If the entire plan of merger or exchange is not set forth, a

statement that the complete [executed] signed plan of merger or

plan of exchange is on file at the registered office if a corporation,

limited-liability company or business trust, or office described in

paragraph (a) of subsection 1 of NRS 88.330 if a limited

partnership, or other place of business of the surviving entity or the

acquiring entity, respectively.

7. Any of the terms of the plan of merger, conversion or

exchange may be made dependent upon facts ascertainable outside

of the plan of merger, conversion or exchange, provided that the

plan of merger, conversion or exchange clearly and expressly sets

forth the manner in which such facts shall operate upon the terms of

the plan. As used in this section, the term “facts” includes, without

limitation, the occurrence of an event, including a determination or

action by a person or body, including a constituent entity.

Sec. 253. NRS 92A.205 is hereby amended to read as follows:

92A.205 1. After a plan of conversion is approved as

required by this chapter, if the resulting entity is a domestic entity,

the constituent entity shall deliver to the Secretary of State for filing:

(a) Articles of conversion setting forth:

(1) The name and jurisdiction of organization of the

constituent entity and the resulting entity; and

(2) That a plan of conversion has been adopted by the

constituent entity in compliance with the law of the jurisdiction

governing the constituent entity.

(b) The [following constituent] charter document of the

domestic resulting entity[:

(1) If the resulting entity is a domestic corporation, the

articles of incorporation filed in compliance with chapter 78 or 89 of

NRS, as applicable;

(2) If the resulting entity is a domestic limited partnership,

the certificate of limited partnership filed in compliance with

chapter 88 of NRS;

(3) If the resulting entity is a domestic limited-liability

company, the articles of organization filed in compliance with

chapter 86 of NRS; or

(4) If the resulting entity is a domestic business trust, the

certificate of trust filed in compliance with] required by the

applicable provisions of chapter 78, 86, 88, 88A or 89 of NRS.

agent for the resulting entity which is [executed] signed by the

resident agent.

2. After a plan of conversion is approved as required by this

chapter, if the resulting entity is a foreign entity, the constituent

entity shall deliver to the Secretary of State for filing articles of

conversion setting forth:

(a) The name and jurisdiction of organization of the constituent

entity and the resulting entity;

(b) That a plan of conversion has been adopted by the

constituent entity in compliance with the laws of this state; and

may be sent by the Secretary of State.

3. If the entire plan of conversion is not set forth in the articles

of conversion, the filing party must include in the articles of

conversion a statement that the complete [executed] signed plan

of conversion is on file at the registered office or principal place of

business of the resulting entity or, if the resulting entity is a

domestic limited partnership, the office described in paragraph (a)

of subsection 1 of NRS 88.330.

4. If the conversion takes effect on a later date specified in the

articles of conversion pursuant to NRS 92A.240, the [constituent]

charter document to be filed with the Secretary of State pursuant to

paragraph (b) of subsection 1 must state the name and the

jurisdiction of the constituent entity and that the existence of the

resulting entity does not begin until the later date.

5. Any [documents] records filed with the Secretary of State

pursuant to this section must be accompanied by the fees required

pursuant to this title for filing the [constituent] charter document.

Sec. 254. NRS 92A.210 is hereby amended to read as follows:

92A.210 1. Except as otherwise provided in this section, the

fee for filing articles of merger, articles of conversion, articles of

exchange, articles of domestication or articles of termination is

$325. The fee for filing the [constituent] charter documents of a

domestic resulting entity is the fee for filing the [constituent]

charter documents determined by the chapter of NRS governing the

particular domestic resulting entity.

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

corporations is the difference between the fee computed at the rates

specified in NRS 78.760 upon the aggregate authorized stock of the

corporation created by the merger and the fee computed upon the

aggregate amount of the total authorized stock of the constituent

corporation.

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

corporations with one or more foreign corporations is the difference

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

the aggregate authorized stock of the corporation created by the

merger and the fee computed upon the aggregate amount of the total

authorized stock of the constituent corporations which have paid the

fees required by NRS 78.760 and 80.050.

4. The fee for filing articles of merger of two or more domestic

or foreign corporations must not be less than $325. The amount paid

pursuant to subsection 3 must not exceed $25,000.

Sec. 255. NRS 92A.230 is hereby amended to read as follows:

92A.230 [1.] Articles of merger, conversion or exchange must

be signed by each foreign and domestic constituent entity as

follows:

[(a)] 1. By an officer of a [domestic] corporation, whether or

not for profit;

[(b)] 2. By [all] one of the general partners of a [domestic]

limited partnership;

[(c)] 3. By a manager of a [domestic] limited-liability

company with managers or by [all the members] one member of a

[domestic] limited-liability company without managers; [and]

[(d)] 4. By a trustee of a [domestic] business trust[.

2. ~~Articles of merger, conversion or exchange must be signed~~

by each foreign constituent entity in the manner provided by the law

governing it.

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

adopted a name, word or mark, including, without limitation, an

electronic signature as defined in NRS 719.100, with the present

intention to authenticate a document.] ; and

5. By one general partner of a general partnership.

Sec. 256. NRS 92A.240 is hereby amended to read as follows:

92A.240 1. A merger, conversion or exchange takes effect

upon filing the articles of merger, conversion or exchange or upon a

later date as specified in the articles, which must not be more than

90 days after the articles are filed.

2. If the filed articles of merger, conversion or exchange

specify such a later effective date, the constituent entity or entities

may file articles of termination before the effective date, setting

forth:

(a) The name of each constituent entity and, for a conversion,

the resulting entity; and

(b) That the merger, conversion or exchange has been

terminated pursuant to the plan of merger, conversion or exchange.

3. The articles of termination must be [executed] signed in the

manner provided in NRS 92A.230.

Sec. 257. NRS 92A.270 is hereby amended to read as follows:

92A.270 1. Any undomesticated organization may become

domesticated in this state as a domestic entity by:

(a) Paying to the Secretary of State the fees required pursuant to

this title for filing the [constituent] charter document; and

(b) Filing with the Secretary of State:

(1) Articles of domestication which must be [executed]

signed by an authorized representative of the undomesticated

organization approved in compliance with subsection 6;

(2) The appropriate [constituent] charter document for the

type of domestic entity ; [described in paragraph (b) of subsection 1

of NRS 92A.205;] and

(3) A certificate of acceptance of appointment of a resident

agent for the domestic entity which is [executed] signed by the

resident agent.

2. The articles of domestication must set forth the:

(a) Date when and the jurisdiction where the undomesticated

organization was first formed, incorporated, organized or otherwise

created;

(b) Name of the undomesticated organization immediately

before filing the articles of domestication;

[constituent] charter document pursuant to subsection 1; and

(d) Jurisdiction that constituted the principal place of business or

central administration of the undomesticated organization, or any

other equivalent thereto pursuant to applicable law,

immediately before filing the articles of domestication.

3. Upon filing the articles of domestication, the [constituent]

charter document and the certificate of acceptance of appointment

of a resident agent with the Secretary of State, and the payment of

the requisite fee for filing the [constituent] charter document of the

domestic entity, the undomesticated organization is domesticated in

this state as the domestic entity described in the [constituent]

charter document filed pursuant to subsection 1. The existence of

the domestic entity begins on the date the undomesticated

organization began its existence in the jurisdiction in which the

undomesticated organization was first formed, incorporated,

organized or otherwise created.

4. The domestication of any undomesticated organization does

not affect any obligations or liabilities of the undomesticated

organization incurred before its domestication.

5. The filing of the [constituent] charter document of the

domestic entity pursuant to subsection 1 does not affect the choice

of law applicable to the undomesticated organization. From the date

the [constituent] charter document of the domestic entity is filed,

the law of this state applies to the domestic entity to the same extent

as if the undomesticated organization was organized and created as

a domestic entity on that date.

6. Before filing articles of domestication, the domestication

must be approved in the manner required by:

(a) The document, instrument, agreement or other writing

governing the internal affairs of the undomesticated organization

and the conduct of its business; and

(b) Applicable foreign law.

7. When a domestication becomes effective, all rights,

privileges and powers of the undomesticated organization, all

property owned by the undomesticated organization, all debts due to

the undomesticated organization, and all causes of action belonging

to the undomesticated organization are vested in the domestic entity

and become the property of the domestic entity to the same extent as

vested in the undomesticated organization immediately before

domestication. The title to any real property vested by deed or

otherwise in the undomesticated organization is not reverted or

impaired by the domestication. All rights of creditors and all liens

upon any property of the undomesticated organization are preserved

unimpaired and all debts, liabilities and duties of an undomesticated

organization that has been domesticated attach to the domestic entity

resulting from the domestication and may be enforced against it to

the same extent as if the debts, liability and duties had been incurred

or contracted by the domestic entity.

8. When an undomesticated organization is domesticated, the

domestic entity resulting from the domestication is for all purposes

deemed to be the same entity as the undomesticated organization.

Unless otherwise agreed by the owners of the undomesticated

organization or as required pursuant to applicable foreign law, the

domestic entity resulting from the domestication is not required to

wind up its affairs, pay its liabilities or distribute its assets. The

domestication of an undomesticated organization does not constitute

the dissolution of the undomesticated organization. The

domestication constitutes a continuation of the existence of the

undomesticated organization in the form of a domestic entity. If,

following domestication, an undomesticated organization that has

become domesticated pursuant to this section continues its existence

in the foreign country or foreign jurisdiction in which it was existing

immediately before the domestication, the domestic entity and the

undomesticated organization are for all purposes a single entity

formed, incorporated, organized or otherwise created and existing

pursuant to the laws of this state and the laws of the foreign country

or other foreign jurisdiction.

9. As used in this section, “undomesticated organization”

means any incorporated organization, private law corporation,

whether or not organized for business purposes, public law

corporation, general partnership, registered limited-liability

partnership, limited partnership or registered limited-liability limited

partnership, proprietorship, joint venture, foundation, business trust,

real estate investment trust, common-law trust or any other

unincorporated business formed, organized, created or the internal

affairs of which are governed by the laws of any foreign country or

jurisdiction other than the United States, the District of Columbia or

another state, territory, possession, commonwealth or dependency of

the United States.

Sec. 258. NRS 92A.380 is hereby amended to read as follows:

92A.380 1. Except as otherwise provided in NRS 92A.370

and 92A.390, [a] 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.

stockholders to the [event] 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.

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. 259. NRS 92A.440 is hereby amended to read as follows:

92A.440 1. A stockholder to whom a dissenter’s notice is

sent must:

(a) Demand payment;

(b) Certify whether he or the beneficial owner on whose behalf

he is dissenting, as the case may be, acquired beneficial ownership

of the shares before the date required to be set forth in the

dissenter’s notice for this certification; and

of the notice.

2. The stockholder who demands payment and deposits his

certificates, if any, before the proposed corporate action is taken

retains all other rights of a stockholder until those rights are

cancelled or modified by the taking of the proposed corporate

action.

3. The stockholder who does not demand payment or deposit

his certificates where required, each by the date set forth in the

dissenter’s notice, is not entitled to payment for his shares under this

chapter.

Sec. 260. NRS 104.9318 is hereby amended to read as

follows:

104.9318 1. A debtor that has sold an account, chattel

paper, payment intangible or promissory note does not retain a

legal or equitable interest in the collateral sold.

2. For purposes of determining the rights of creditors of, and

purchasers for value of an account or chattel paper from, a debtor

that has sold an account or chattel paper, while the buyer’s security

interest is unperfected, the debtor has rights and title to the account

or chattel paper identical to those the debtor sold.

Sec. 261. NRS 111.312 is hereby amended to read as follows:

111.312 1. The county recorder shall not record with respect

to real property, a notice of completion, a declaration of homestead,

a lien or notice of lien, an affidavit of death, a mortgage or deed of

trust, or any conveyance of real property or instrument in writing

setting forth an agreement to convey real property unless the

document being recorded contains:

(a) The mailing address of the grantee or, if there is no grantee,

the mailing address of the person who is requesting the recording of

the document; and

(b) The assessor’s parcel number of the property at the top left

corner of the first page of the document, if the county assessor has

assigned a parcel number to the property. The county recorder is not

required to verify that the assessor’s parcel number is correct.

2. The county recorder shall not record with respect to real

property any conveyance of real property or instrument in writing

setting forth an agreement to convey real property unless the

document being recorded contains the name and address of the

person to whom a statement of the taxes assessed on the real

property is to be mailed.

3. The assessor’s parcel number shall not be deemed to be a

complete legal description of the real property conveyed.

4. Except as otherwise provided in subsection 5, if a document

that is being recorded includes a legal description of real property

that is provided in metes and bounds, the document must include the

name and mailing address of the person who prepared the legal

description. The county recorder is not required to verify the

accuracy of the name and mailing address of such a person.

5. If a document including the same legal description

described in subsection 4 previously has been recorded, the

document must include all information necessary to identify and

locate the previous recording, but the name and mailing address of

the person who prepared the legal description is not required for the

document to be recorded. The county recorder is not required to

verify the accuracy of the information concerning the previous

recording.

Sec. 262. NRS 602.010 is hereby amended to read as follows:

602.010 1. Every person doing business in this state under an

assumed or fictitious name [which does not indicate the real] that is

in any way different from the legal name of each person who owns

an interest in the business must file with the county clerk of each

county in which the business is being conducted a certificate

containing the information required by NRS 602.020.

2. A person intending to conduct a business under an assumed

or fictitious name may, before initiating the conduct of the business,

file a certificate with the county clerk of each county in which the

business is intended to be conducted.

[3. If the board of county commissioners of a county has

adopted an ordinance pursuant to NRS 602.035, a certificate filed

pursuant to this section expires 5 years after it is filed with the

county clerk.]

Sec. 263. NRS 602.020 is hereby amended to read as follows:

602.020 1. A certificate filed pursuant to NRS 602.010 or a

renewal certificate filed pursuant to NRS 602.035 must state the

assumed or fictitious name under which the business is being

conducted or is intended to be conducted, and if conducted by:

(a) A natural person:

(1) His full name;

(2) The street address of his residence or business; and

(3) If the mailing address is different from the street address,

the mailing address of his residence or business;

(b) An artificial person required to make annual filings with the

Secretary of State to retain its good standing [, its] :

(1) Its name as it appears in the records of the Secretary of

State; and

(2) Its mailing address;

(1) The full name of each partner who is a natural person;

(2) The street address of the residence or business of each

partner who is a natural person;

(3) If the mailing address is different from the street address,

the mailing address of the residence or business of each partner who

is a natural person; and

(4) If one or more of the partners is an artificial person

described in paragraph (b), the information required by paragraph

(b) for each such partner; or

(d) A trust:

(1) The full name of each trustee of the trust;

(2) The street address of the residence or business of each

trustee of the trust; and

(3) If the mailing address is different from the street address,

the mailing address of the residence or business of each trustee of

the trust.

2. The certificate must be:

(a) Signed:

(1) In the case of a natural person, by him;

(2) In the case of an artificial person required to make annual

filings with the Secretary of State to retain its good standing, by a

person required to sign the annual filing;

(3) In the case of a general partnership, by each of the

partners who is a natural person, and if one or more of the partners

is an artificial person described in subparagraph (2), by an officer of

the corporation or a person required to sign the annual filing; or

(4) In the case of a trust, by each of the trustees; and

(b) Notarized [.] , unless the board of county commissioners of

the county adopts an ordinance providing that the certificate may

be filed without being notarized.

Sec. 263.5. NRS 602.035 is hereby amended to read as

follows:

602.035 1. The board of county commissioners of a county

may provide, by ordinance, that a certificate filed with the county

clerk pursuant to NRS 602.010 expires 5 years after it is filed.

2. If such an ordinance is adopted, on or before the expiration

of the certificate, the person doing business in the county under an

assumed or fictitious name that does not indicate the real name of

each person who owns an interest in the business must file a renewal

certificate containing the information required by NRS 602.020 with

the county clerk.

3. A renewal certificate filed pursuant to this section:

(a) Expires 5 years after it is filed with the county clerk.

(b) Must include a statement indicating that the renewal

certificate expires 5 years after the date on which it is filed with the

county clerk.

4. Upon the adoption of such an ordinance, the county clerk

shall [cause to be published in a newspaper of general circulation in

the county notice that] notify those persons who have filed

certificates in the county pursuant to NRS 602.010 that they are

required to renew those certificates pursuant to the provisions of this

section [.] by:

(a) Publishing such notice in a newspaper of general

circulation in the county; and

(b) Mailing such notice to the last known address of those

persons.

Sec. 264. NRS 602.050 is hereby amended to read as follows:

602.050 Every county clerk shall keep, in alphabetical order, in

a book or other suitable index provided for that purpose[:

1. A] , a register of all the assumed or fictitious names [of the

corporations, businesses, or fanciful or fictitious designations,] as

shown in the certificates[.

2. Unless it is a corporation, the] filed pursuant to this

chapter, together with the following information shown in the

certificate for each assumed or fictitious name:

1. The name of each natural person [shown to be interested in

or a partner in such a business.] , artificial person, general partner

or trustee conducting the business under such name.

2. The mailing or street address.

Secs. 265 and 266. (Deleted by amendment.)

Sec. 267. NRS 78.419 is hereby repealed.

²⁰~~~~~⁰³