[Rev. 2/6/2019 4:17:26 PM]
κ2003 Statutes of Nevada, Page 3023κ
Senate Bill No. 102Senator Townsend
CHAPTER 477
AN ACT relating to the Public Utilities Commission of Nevada; requiring the Governor to appoint a person to serve on the Commission as an Acting Commissioner under certain circumstances; authorizing a Deputy Commissioner of the Commission to serve on the Commission as an Acting Commissioner under certain circumstances; repealing the prospective increase in the number of Commissioners who serve on the Commission; and providing other matters properly relating thereto.
[Approved: June 11, 2003]
THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN
SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:
Section 1. Chapter 703 of NRS is hereby amended by adding thereto the provisions set forth as sections 2 and 3 of this act.
Sec. 2. 1. A majority of the Commissioners has full power to act in all matters within the jurisdiction of the Commission.
2. Before the Commission may enter a final order on a matter, there must be at least two Commissioners who are able to act on the matter. If there are fewer than two Commissioners who are able to act on the matter because of disqualifications, illnesses, incapacities, vacancies that have not yet been filled, or any other reason, the Governor shall appoint the requisite number of persons to serve as Acting Commissioners in the place of the Commissioners who are unable to act on the matter so that there are at least two persons who are able to act on the matter, whether serving as a Commissioner or an Acting Commissioner. If there are fewer than two Commissioners who are able to act on the matter because of disqualifications, illnesses, incapacities, vacancies that have not yet been filled, or any other reason, and the Governor has not appointed the requisite number of persons to serve as Acting Commissioners pursuant to this subsection, the Deputy Commissioner appointed pursuant to subsection 1 of NRS 703.130 may serve as an Acting Commissioner.
3. Before the Governor may appoint a person to serve as an Acting Commissioner in the place of a Commissioner who is unable to act on the matter, the person must be qualified to serve in the office of that Commissioner as if the Governor were appointing the person to fill a vacancy in that office.
4. A person who is appointed or authorized to serve as an Acting Commissioner shall be deemed to be a Commissioner and is entitled to exercise the powers of a Commissioner only in proceedings before the Commission that involve the matter or matters for which the person is appointed or authorized to serve as an Acting Commissioner.
5. A person who is appointed to serve as an Acting Commissioner:
(a) Is subject to all legal requirements and restrictions and enjoys all legal protections and immunities that apply to a Commissioner and to state officers generally while the person is engaged in the business of the Commission as an Acting Commissioner; and
κ2003 Statutes of Nevada, Page 3024 (CHAPTER 477, SB 102)κ
(b) Is entitled to receive, for each day the person is engaged in the business of the Commission as an Acting Commissioner, a salary of $80 and the per diem allowance and travel expenses provided for state officers and employees generally. The person is not entitled to receive any other compensation for serving as an Acting Commissioner.
6. A person who is appointed to serve as an Acting Commissioner serves at the pleasure of the Governor. The appointment of the person expires:
(a) On the date that the Governor declares that the appointment has expired; or
(b) On the date that the matter or matters for which the person was appointed are no longer pending before the Commission,
whichever date occurs earlier.
7. The Governor may reappoint a person to serve as an Acting Commissioner.
Sec. 3. (Deleted by amendment.)
Sec. 4. NRS 703.080 is hereby amended to read as follows:
703.080 1. The Chairman and the other Commissioners , including any Acting Commissioners, are in the unclassified service of the State.
2. Notwithstanding any other specific statute to the contrary and regardless of the length of service, a person who is appointed to serve as an Acting Commissioner pursuant to section 2 of this act is not entitled because of that appointment to participate in any programs or receive any benefits that are offered or provided to state officers or employees in the unclassified service of the State pursuant to chapter 284, 286 or 287 of NRS.
Sec. 5. NRS 703.110 is hereby amended to read as follows:
703.110 [1. The majority of the Commissioners have full power to act in all matters within their jurisdiction.
2. If two Commissioners are disqualified or if there are two vacancies within the Commission, the remaining Commissioner shall exercise all the powers of the Commission.
3.] Except as otherwise provided in this chapter, all hearings and meetings conducted by the Commission must be open to the public.
Sec. 6. Section 112 of chapter 604, Statutes of Nevada 2001, at page 3277, is hereby amended to read as follows:
Sec. 112. 1. This section and sections 1 to 27, inclusive, 30 to 94, inclusive, 96 to 111, inclusive, and 113 of this act become effective upon passage and approval.
2. Section 95 of this act becomes effective on July 1, 2001.
[3. Sections 28 and 29 of this act become effective on October 1, 2003.]
Sec. 7. Sections 28, 29 and 107 of chapter 604, Statutes of Nevada 2001, at pages 3237 and 3275, respectively, are hereby repealed.
Sec. 8. (Deleted by amendment.)
Sec. 9. This act becomes effective on July 1, 2003.
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κ2003 Statutes of Nevada, Page 3025κ
Assembly Bill No. 32Committee on Commerce and Labor
CHAPTER 478
AN ACT relating to energy; prohibiting the disclosure of certain information concerning alternative sellers, providers of discretionary natural gas service and providers of new electric resources; requiring certain public utilities, alternative sellers, providers of discretionary natural gas service and providers of new electric resources to keep uniform and detailed accounts of all applicable business transacted in this state and to furnish an annual report to the Commission and affected governmental entities; imposing a civil penalty against an alternative seller, provider of discretionary natural gas service or provider of new electric resources who violates certain provisions; requiring an eligible customer and a customer of a public utility, alternative seller and provider of discretionary natural gas service to pay certain taxes, fees and assessments relating to the purchase of natural gas or energy, capacity or ancillary services under certain circumstances; revising provisions relating to Solar Energy Systems Demonstration Program; providing a penalty; and providing other matters properly relating thereto.
[Approved: June 11, 2003]
THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN
SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:
Section 1. NRS 703.010 is hereby amended to read as follows:
703.010 As used in this chapter, unless the context otherwise requires:
1. Affected governmental entity means a governmental entity for which a tax, fee or assessment is collected pursuant to section 8, 9 or 15 of this act.
2. Alternative seller means a person who sells any competitive, discretionary or potentially competitive component of natural gas service pursuant to NRS 704.993 to 704.999, inclusive.
[2.] 3. Commission means the Public Utilities Commission of Nevada.
4. Provider of new electric resources has the meaning ascribed to it in NRS 704B.130.
Sec. 2. NRS 703.190 is hereby amended to read as follows:
703.190 1. Except as otherwise provided in this section, all biennial reports, records, proceedings, papers and files of the Commission must be open at all reasonable times to the public.
2. The Commission shall, upon receipt of a request from a public utility, alternative seller, provider of discretionary natural gas service or provider of new electric resources, prohibit the disclosure of any applicable information in [its] the possession of the Commission or an affected governmental entity concerning the public utility , alternative seller, provider of discretionary natural gas service or provider of new electric resources, if the Commission determines that the information would otherwise be entitled to protection as a trade secret or confidential commercial information pursuant to NRS 49.325 or 600A.070 or Rule 26(c)(7) of the Nevada Rules of Civil Procedure.
κ2003 Statutes of Nevada, Page 3026 (CHAPTER 478, AB 32)κ
26(c)(7) of the Nevada Rules of Civil Procedure. Upon making such a determination, the Commission shall establish the period during which the information must not be disclosed and a procedure for protecting the information during and after that period.
Sec. 3. NRS 703.191 is hereby amended to read as follows:
703.191 1. Each public utility that is regulated by the Commission or elects to be regulated under an alternative plan of regulation pursuant to NRS 704.997, and each alternative seller, provider of discretionary natural gas service and provider of new electric resources shall:
(a) Keep uniform and detailed accounts of all applicable business transacted in this state [in the manner] as required by the Commission by regulation, and render them to the Commission or an affected governmental entity upon its request.
(b) Furnish an annual report , with respect to all applicable business transacted in this state, to the Commission and each affected governmental entity in the form and detail which [it] the Commission prescribes by regulation.
2. The reports required by this section must be prepared for each calendar year and submitted not later than May 15 of the year following the year for which the report is submitted.
3. If the Commission or an affected governmental entity finds that necessary information with respect to applicable business transacted in this state is not contained in a report submitted pursuant to this section, [it] the Commission or affected governmental entity may call for the omitted information at any time.
Sec. 4. NRS 703.195 is hereby amended to read as follows:
703.195 1. Except as otherwise provided in subsection 2, any Commissioner , [or] any officer or employee of the Commission who is designated by the Commission, or any officer or employee of an affected governmental entity who is designated by the affected governmental entity may examine during regular business hours the books, accounts, records, minutes, papers and property of any public utility , alternative seller, provider of discretionary natural gas service or provider of new electric resources who does business in this state, with respect to such business, regardless of whether [or not] the book, account, record, minutes, paper or property is located within this state.
2. No personnel records of an employee may be examined pursuant to subsection 1 unless the records contain information relating to a matter of public safety or the Commission determines that the examination is required to protect the interests of the public.
3. As used in this section, personnel records does not include:
(a) The name of the employee who is the subject of the record;
(b) The gross compensation and perquisites of the employee;
(c) Any record of the business expenses of the employee;
(d) The title or any description of the position held by the employee;
(e) The qualifications required for the position held by the employee;
(f) The business address of the employee;
(g) The telephone number of the employee at his place of business;
(h) The work schedule of the employee;
(i) The date on which the employee began his employment; and
(j) If applicable, the date on which the employment of the employee was terminated.
κ2003 Statutes of Nevada, Page 3027 (CHAPTER 478, AB 32)κ
Sec. 5. NRS 703.196 is hereby amended to read as follows:
703.196 1. Any books, accounts, records, minutes, papers and property of any public utility , alternative seller, provider of discretionary natural gas service or provider of new electric resources that are subject to examination pursuant to NRS 703.190 or 703.195 and are made available to the Commission, any officer or employee of the Commission, an affected governmental entity, any officer or employee of an affected governmental entity, the Bureau of Consumer Protection in the Office of the Attorney General or any other person under the condition that the disclosure of such information to the public be withheld or otherwise limited, must not be disclosed to the public unless the Commission first determines that the disclosure is justified.
2. The Commission shall take such actions as are necessary to protect the confidentiality of such information, including, without limitation:
(a) Granting such protective orders as it deems necessary; and
(b) Holding closed hearings to receive or examine such information.
3. If the Commission closes a hearing to receive or examine such information, it shall:
(a) Restrict access to the records and transcripts of such hearings without the prior approval of the Commission or an order of a court of competent jurisdiction authorizing access to the records or transcripts; and
(b) Prohibit any participant at such a hearing from disclosing such information without the prior authorization of the Commission.
4. A representative of the regulatory operations staff of the Commission and the Bureau of Consumer Protection:
(a) May attend any closed hearing held pursuant to this section; and
(b) Have access to any records or other information determined to be confidential pursuant to this section.
5. The Commission shall consider in an open meeting whether the information reviewed or examined in a closed hearing may be disclosed without revealing the confidential subject matter of the information. To the extent the Commission determines the information may be disclosed, the information must become a part of the records available to the public. Information which the Commission determines may not be disclosed must be kept under seal.
Sec. 6. NRS 703.380 is hereby amended to read as follows:
703.380 1. Unless another penalty is specifically provided, any public utility , alternative seller, provider of discretionary natural gas service or provider of new electric resources, or any officer, agent or employee of a public utility , alternative seller, provider of discretionary natural gas service or provider of new electric resources who:
(a) Violates any [of the provisions] applicable provision of this chapter or [chapters] chapter 704, 704B, 705 [and] or 708 of NRS;
(b) Violates any rule or regulation of the Commission; or
(c) Fails, neglects or refuses to obey any order of the Commission or any order of a court requiring compliance with an order of the Commission,
is liable for a civil penalty not to exceed $1,000 per day for each day of the violation and not to exceed $100,000 for any related series of violations.
2. The amount of any civil penalty to be imposed pursuant to this section, and the propriety of any compromise of a penalty, must be determined by a court of competent jurisdiction upon the complaint of the Commission.
κ2003 Statutes of Nevada, Page 3028 (CHAPTER 478, AB 32)κ
determined by a court of competent jurisdiction upon the complaint of the Commission.
3. Subject to the approval of the court, any civil penalty may be compromised by the Commission. In determining the amount of the penalty, or the amount agreed upon in compromise, the appropriateness of the penalty to the size of the business of the person charged, the gravity of the violation and the good faith of the person charged in attempting to achieve compliance, after notification of a violation, must be considered.
4. Any penalty assessed pursuant to this section is not a cost of service [by the] of a public utility and may not be included in any new application by a public utility for a rate adjustment or rate increase.
Sec. 7. Chapter 704 of NRS is hereby amended by adding thereto the provisions set forth as sections 8 and 9 of this act.
Sec. 8. 1. Each provider of discretionary natural gas service shall:
(a) Collect from each customer who is purchasing natural gas from the provider of discretionary natural gas service any tax, fee or assessment that would be due a governmental entity had the customer continued to purchase natural gas from a public utility that was regulated fully by the Commission pursuant to NRS 704.001 to 704.960, inclusive; and
(b) Remit any tax, fee or assessment collected pursuant to paragraph (a) to the applicable governmental entity.
2. Each person who is responsible for billing a customer who is purchasing natural gas from a provider of discretionary natural gas service shall ensure that the amount which the customer must pay pursuant to this section is set forth as a separate item or entry on each bill submitted to the customer.
3. Upon petition by a governmental entity to which a tax, fee or assessment must be remitted pursuant to this section, the Commission may limit, suspend or revoke any license or other authority conferred by the Commission upon a provider of discretionary natural gas service if the Commission, after providing an appropriate notice and hearing, determines that the provider of discretionary natural gas service has failed to pay the tax, fee or assessment.
Sec. 9. 1. Each public utility that elects to be regulated under an alternative plan of regulation pursuant to NRS 704.997 shall:
(a) Collect from each customer who is purchasing natural gas from the public utility under the alternative plan of regulation any tax, fee or assessment that would be due a governmental entity had the customer continued to purchase natural gas from a public utility that was regulated fully by the Commission pursuant to NRS 704.001 to 704.960, inclusive; and
(b) Remit any tax, fee or assessment collected pursuant to paragraph (a) to the applicable governmental entity.
2. Each alternative seller shall:
(a) Collect from each customer who is purchasing natural gas from the alternative seller any tax, fee or assessment that would be due a governmental entity had the customer continued to purchase natural gas from a public utility that was regulated fully by the Commission pursuant to NRS 704.001 to 704.960, inclusive; and
(b) Remit any tax, fee or assessment collected pursuant to paragraph (a) to the applicable governmental entity.
κ2003 Statutes of Nevada, Page 3029 (CHAPTER 478, AB 32)κ
3. Each person who is responsible for billing a customer who is purchasing natural gas from a public utility under an alternative plan of regulation or from an alternative seller shall ensure that the amount which the customer must pay pursuant to this section is set forth as a separate item or entry on each bill submitted to the customer.
4. Upon petition by a governmental entity to which a tax, fee or assessment must be remitted pursuant to this section, the Commission may limit, suspend or revoke any license or other authority conferred by the Commission upon a public utility or alternative seller if the Commission, after providing an appropriate notice and hearing, determines that the public utility or alternative seller has failed to pay the tax, fee or assessment.
Sec. 10. NRS 704.635 is hereby amended to read as follows:
704.635 When a complaint has been filed with the Commission alleging that a person is providing a service which requires a certificate of public convenience and necessity, or when the Commission has reason to believe that any provision of NRS 704.005 to 704.751, inclusive, and section 8 of this act is being violated, the Commission shall investigate the operation and may, after a hearing, issue an order requiring that the person cease and desist from any operation in violation of NRS 704.005 to 704.751, inclusive [.] , and section 8 of this act. The Commission shall enforce the order under the powers vested in the Commission by NRS 704.005 to 704.751, inclusive, and section 8 of this act or other law.
Sec. 11. NRS 704.640 is hereby amended to read as follows:
704.640 Except as otherwise provided in NRS 704.281 to 704.284, inclusive, any person who:
1. Operates any public utility to which NRS 704.005 to 704.751, inclusive, and section 8 of this act and 704.993 to 704.999, inclusive, and section 9 of this act apply without first obtaining a certificate of public convenience and necessity or in violation of its terms;
2. Fails to make any return or report required by NRS 704.005 to 704.751, inclusive, and section 8 of this act and 704.993 to 704.999, inclusive, and section 9 of this act or by the Commission pursuant to NRS 704.005 to 704.751, inclusive, and section 8 of this act and 704.993 to 704.999, inclusive [;] , and section 9 of this act;
3. Violates, or procures, aids or abets the violating of any provision of NRS 704.005 to 704.751, inclusive, and section 8 of this act and 704.993 to 704.999, inclusive [;] , and section 9 of this act;
4. Fails to obey any order, decision or regulation of the Commission;
5. Procures, aids or abets any person in his failure to obey the order, decision or regulation; or
6. Advertises, solicits, proffers bids or otherwise holds himself out to perform as a public utility in violation of any of the provisions of NRS 704.005 to 704.751, inclusive, and section 8 of this act and 704.993 to 704.999, inclusive, and section 9 of this act,
shall be fined not more than $500.
Sec. 12. NRS 704.660 is hereby amended to read as follows:
704.660 1. Any public utility which furnishes, for compensation, any water for domestic purposes shall furnish each city, town, village or hamlet which it serves with a reasonably adequate supply of water at reasonable pressure for fire protection and at reasonable rates, all to be fixed and determined by the Commission.
κ2003 Statutes of Nevada, Page 3030 (CHAPTER 478, AB 32)κ
2. The duty to furnish a reasonably adequate supply of water provided for in subsection 1 includes the laying of mains with all necessary connections for the proper delivery of the water for fire protection and also the installing of appliances to assure a reasonably sufficient pressure for fire protection.
3. The Commission may fix and determine reasonable rates and prescribe all installations and appliances adequate for the proper utilization and delivery of water for fire protection. The Commission may adopt regulations and practices to be followed by a utility in furnishing water for fire protection, and has complete jurisdiction of all questions arising under the provisions of this section.
4. All proceedings under this section must be conducted pursuant to NRS 703.320 to 703.370, inclusive, and 704.005 to 704.645, inclusive [.] , and section 8 of this act. All violations of any order made by the Commission under the provisions of this section are subject to the penalties for similar violations of the provisions of NRS 704.005 to 704.645, inclusive [.] , and section 8 of this act.
5. This section applies to and governs all public utilities furnishing water for domestic use on March 26, 1913, unless otherwise expressly provided in the charters, franchises or permits under which those utilities are acting. Each public utility which supplies water for domestic uses after March 26, 1913, is subject to the provisions of this section, regardless of any conditions to the contrary in any charter, franchise or permit of whatever character granted by any county, city, town, village or hamlet within this state, or of any charter, franchise or permit granted by any authority outside this state.
Sec. 13. NRS 704.993 is hereby amended to read as follows:
704.993 As used in NRS 704.993 to 704.999, inclusive, and section 9 of this act, unless the context otherwise requires, the words and terms defined in NRS 704.994, 704.995 and 704.996 have the meanings ascribed to them in those sections.
Sec. 14. NRS 704.997 is hereby amended to read as follows:
704.997 1. [Upon] Except as otherwise provided in this section, upon the receipt of a specific request for an exemption by a public utility that supplies natural gas, the Commission may, to the extent it deems necessary, exempt any service offered by the public utility from the strict application of one or more provisions of this chapter. Such an exemption may be made only upon a determination by the Commission, after notice and an opportunity for a hearing, that the service is competitive, discretionary or potentially competitive.
2. The Commission shall adopt regulations necessary to establish an alternative plan of regulation of a public utility that supplies natural gas and that is otherwise subject to regulation pursuant to the provisions of this chapter. The alternative plan may include, but is not limited to, provisions that:
(a) Allow adjustment of the rates charged by the public utility during the period in which the utility elects the alternative plan of regulation.
(b) [Specify] Except as otherwise provided in this section, specify the provisions of this chapter that do not apply to a public utility which elects to be regulated under the alternative plan.
(c) Provide for flexibility of pricing for services that are discretionary, competitive or potentially competitive.
κ2003 Statutes of Nevada, Page 3031 (CHAPTER 478, AB 32)κ
3. A public utility that elects to be regulated under the alternative plan established pursuant to this section [is] :
(a) Remains subject to the provisions of NRS 704.033 and 704.035 and section 9 of this act; and
(b) Is not subject to the remaining provisions of this chapter to the extent specified pursuant to this section.
4. In providing a potentially competitive service, an affiliate of a provider of a noncompetitive service may use the name or logo, or both, of the provider of noncompetitive service.
5. It is unlawful for an alternative seller to sell any service relating to the supply of natural gas to a customer for his consumption within this state without first having obtained a license from the Commission to do so.
Sec. 15. Chapter 704B of NRS is hereby amended by adding thereto a new section to read as follows:
1. If the Commission approves an application that is filed pursuant to NRS 704B.310 or a request that is filed pursuant to section 7 of Senate Bill No. 125 of this session, the Commission shall order the eligible customer to:
(a) Pay its share of the annual assessment levied pursuant to NRS 704.033 to the Commission and the Bureau of Consumer Protection in the Office of the Attorney General;
(b) Pay any other tax, fee or assessment that would be due a governmental entity had the eligible customer continued to purchase energy, capacity or ancillary services from the electric utility; and
(c) Remit any tax, fee or assessment collected pursuant to paragraph (b) to the applicable governmental entity.
2. Each person or entity that is responsible for billing an eligible customer shall ensure that the amount which the eligible customer must pay pursuant to paragraph (b) of subsection 1 is set forth as a separate item or entry on each bill submitted to the eligible customer.
3. If an eligible customer to whom an order is issued pursuant to subsection 1 thereafter purchases energy, capacity or ancillary services from an alternative provider pursuant to section 7 of Senate Bill No. 125 of this session without obtaining the approval of the Commission, the order issued pursuant to subsection 1 continues to apply to the eligible customer.
4. Upon petition by a governmental entity to which a tax, fee or assessment must be remitted pursuant to this section, the Commission may limit, suspend or revoke any order issued to an eligible customer by the Commission pursuant to NRS 704B.310 and 704B.320 if the Commission, after providing an appropriate notice and hearing, determines that the eligible customer has failed to pay the tax, fee or assessment.
Sec. 16. NRS 704B.310 is hereby amended to read as follows:
704B.310 1. An eligible customer that is purchasing electric service from an electric utility shall not purchase energy, capacity or ancillary services from a provider of new electric resources and an eligible customer that is purchasing energy, capacity or ancillary services from a provider of new electric resources shall not purchase energy, capacity or ancillary services from another provider unless:
(a) The eligible customer files an application with the Commission not later than 180 days before the date on which the eligible customer intends to begin purchasing energy, capacity or ancillary services from the provider; and
κ2003 Statutes of Nevada, Page 3032 (CHAPTER 478, AB 32)κ
(b) The Commission approves the application by a written order issued in accordance with the provisions of this section and NRS 704B.320.
The date on which the eligible customer intends to begin purchasing energy, capacity or ancillary services from the provider must not be sooner than the date on which the provider is authorized by NRS 704B.300 to begin selling energy, capacity or ancillary services to the eligible customer.
2. Except as otherwise provided in subsection 3, each application filed pursuant to this section must include:
(a) Information demonstrating that the person filing the application is an eligible customer;
(b) Information demonstrating that the proposed provider will provide energy, capacity or ancillary services from a new electric resource;
(c) Information concerning the terms and conditions of the proposed transaction that is necessary for the Commission to evaluate the impact of the proposed transaction on customers and the public interest, including, without limitation, information concerning the duration of the proposed transaction and the amount of energy, capacity or ancillary services to be purchased from the provider; and
(d) Any other information required pursuant to the regulations adopted by the Commission.
3. Except as otherwise provided in NRS 704B.320, the Commission shall not require the eligible customer or provider to disclose:
(a) The price that is being paid by the eligible customer to purchase energy, capacity or ancillary services from the provider; or
(b) Any other terms or conditions of the proposed transaction that the Commission determines are commercially sensitive.
4. The Commission shall provide public notice of the application of the eligible customer and an opportunity for a hearing on the application in a manner that is consistent with the provisions of NRS 703.320 and the regulations adopted by the Commission.
5. The Commission shall approve the application of the eligible customer unless the Commission finds that the proposed transaction:
(a) Will be contrary to the public interest; or
(b) Does not comply with the provisions of NRS 704B.320, if those provisions apply to the proposed transaction.
6. In determining whether the proposed transaction will be contrary to the public interest, the Commission shall consider, without limitation:
(a) Whether the electric utility that has been providing electric service to the eligible customer will be burdened by increased costs as a result of the proposed transaction or whether any remaining customer of the electric utility will pay increased costs for electric service as a result of the proposed transaction;
(b) Whether the proposed transaction will impair system reliability or the ability of the electric utility to provide electric service to its remaining customers; and
(c) Whether the proposed transaction will add energy, capacity or ancillary services to the supply in this state.
7. If the Commission approves the application of the eligible customer:
(a) The eligible customer shall not begin purchasing energy, capacity or ancillary services from the provider pursuant to the proposed transaction sooner than 180 days after the date on which the application was filed; and
κ2003 Statutes of Nevada, Page 3033 (CHAPTER 478, AB 32)κ
(b) The Commission shall order such terms, conditions and payments as the Commission deems necessary and appropriate to ensure that the proposed transaction will not be contrary to the public interest. Such terms, conditions and payments:
(1) Must be fair and nondiscriminatory as between the eligible customer and the remaining customers of the electric utility; and
(2) Must include, without limitation [, payment] :
(I) Payment by the eligible customer to the electric utility of the eligible customers load-share portion of any unrecovered balance in the deferred accounts of the electric utility [.] ; and
(II) Payment by the eligible customer of the annual assessment and any other tax, fee or assessment required by section 15 of this act.
8. If the Commission does not enter a final order on the application of the eligible customer within 90 days after the date on which the application was filed with the Commission:
(a) The application shall be deemed to be approved by the Commission; and
(b) The eligible customer shall not begin purchasing energy, capacity or ancillary services from the provider pursuant to the proposed transaction sooner than 180 days after the date on which the application was filed.
Sec. 17. Section 14 of Assembly Bill No. 431 of this session is hereby amended to read as follows:
Sec. 14. 1. The Solar Energy Systems Demonstration Program is hereby created.
2. The Demonstration Program shall have three categories of participants as follows:
(a) Schools;
(b) Other public buildings; and
(c) Private residences and small businesses.
3. A person is eligible to participate in the Demonstration Program if the person:
(a) To install a solar energy system, uses an installer who has been issued a classification C-2 license with the appropriate subclassification by the State Contractors Board pursuant to the regulations adopted by the Board; and
(b) For a participant in the category of schools or a participant in the category of public buildings, provides for the public display of the solar energy system, including, without limitation, providing for public demonstrations of the solar energy system and for hands-on experience of the solar energy system by the public.
[4. In addition to the requirements of subsection 3, to be eligible to participate in the Demonstration Program, a person must be approved by the Public Utilities Commission of Nevada.
5. The Public Utilities Commission of Nevada shall adopt regulations providing for the qualifications an applicant must meet to qualify to participate in the Demonstration Program in the particular category of:
(a) Schools;
(b) Other public buildings; or
(c) Private residences or small businesses.]
κ2003 Statutes of Nevada, Page 3034 (CHAPTER 478, AB 32)κ
Sec. 18. Section 19 of Assembly Bill No. 431 of this session is hereby amended to read as follows:
Sec. 19. 1. After the participant installs the solar energy system included in the Demonstration Program, the Public Utilities Commission of Nevada shall issue to the participant [the following] renewable energy credits for use within the system of renewable energy credits adopted by the Commission pursuant to NRS 704.7821 [:
(a) For a participant in the category of schools or a participant in the category of other public buildings, the participant is entitled to renewable energy credits] equal to [twice] 2.4 times the actual or estimated kilowatt-hour production of the solar energy system . [of the participant for a period of not less than 10 years.
(b) For a participant in the category for private residences and small businesses, the participant is entitled to renewable energy credits equal to the actual or estimated kilowatt-hour production of the solar energy system of the participant.]
2. The Commission shall designate the renewable energy credits issued to the participant pursuant to subsection 1 as renewable energy credits generated or acquired from solar renewable energy systems. The participant may transfer the renewable energy credits to a utility if the participant complies with the regulations adopted by the Commission to complete such a transfer.
3. The Commission shall adopt regulations to provide for the requirements and the procedures that a participant must follow to transfer renewable energy credits from the participant to a utility.
Sec. 19. 1. This act becomes effective on July 1, 2003.
2. Sections 17 and 18 of this act expire by limitation on June 30, 2007.
________
κ2003 Statutes of Nevada, Page 3035κ
Senate Bill No. 400Committee on Commerce and Labor
CHAPTER 479
AN ACT relating to communication services; enacting provisions relating to the regulation of telecommunication service and broadband service; revising certain provisions relating to incumbent local exchange carriers that are regulated under a plan of alternative regulation; amending certain requirements and procedures relating to those carriers; revising provisions relating to the classification of certain telecommunication services; revising provisions relating to flexibility in the pricing and terms of certain telecommunication services; prohibiting the Public Utilities Commission of Nevada from regulating broadband service under certain circumstances; requiring a consumer to be notified of the duration of a call under certain circumstances; and providing other matters properly relating thereto.
[Approved: June 11, 2003]
THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN
SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:
Section 1. Chapter 704 of NRS is hereby amended by adding thereto the provisions set forth as sections 2 to 8, inclusive, of this act.
Sec. 2. Affiliate of an incumbent local exchange carrier or affiliate means a competitive provider of telecommunication service that is controlled by or under common control with an incumbent local exchange carrier to the extent the competitive provider of telecommunication service is doing business within any service territory in which its affiliated incumbent local exchange carrier has been designated by the Commission as the provider of last resort of basic service.
Sec. 3. Deregulated service means:
1. Any voice messaging service or other information service; or
2. Any telecommunication service that the Commission classifies as a deregulated service pursuant to NRS 704.6896.
Sec. 4. 1. PAR carrier means an incumbent local exchange carrier that is regulated under a plan of alternative regulation approved by the Commission pursuant to subsection 4 of NRS 704.040.
2. The term includes, but is not limited to, an electing PAR carrier.
Sec. 5. Telecommunication means the transmission, between or among points specified by the user, of information of the users choosing, without change in the form or content of the information sent and received, regardless of the facilities used.
Sec. 6. Telecommunication service means the offering of telecommunication for a fee directly to the public, or such classes of users as to be effectively available directly to the public, regardless of the facilities used.
Sec. 7. In exercising flexibility in the pricing or terms of its services pursuant to NRS 704.68904 to 704.68984, inclusive, and sections 2 to 7, inclusive, of this act, a PAR carrier shall not engage in any anticompetitive act or practice or unreasonably discriminate among similarly situated customers.
κ2003 Statutes of Nevada, Page 3036 (CHAPTER 479, SB 400)κ
Sec. 7.5. 1. Except as otherwise provided in subsection 2, each public utility which provides telecommunication services shall provide timely written notice to a customer of the duration of each call that is billed to the customer, reported in minutes, seconds or any fraction thereof, if the charges for the telecommunication services are calculated, in whole or in part, on the basis of the duration of the call.
2. The provisions of this section do not apply to measured rate service that is regulated by the Commission.
Sec. 8. 1. Except as otherwise provided in subsection 2 and NRS 704.68984, the Commission shall not regulate any broadband service, including imposing any requirements relating to the terms, conditions, rates or availability of broadband service.
2. The provisions of subsection 1 do not limit or modify the authority of the Commission to:
(a) Consider any revenues, costs and expenses that a public utility derives from providing a broadband service, if the Commission is determining the rates of the public utility under a general rate application that is filed pursuant to subsection 3 of NRS 704.110;
(b) Act on a complaint filed pursuant to NRS 703.310, if the complaint relates to a broadband service that is provided by a public utility;
(c) Include any appropriate gross operating revenue that a public utility derives from providing broadband service when the Commission calculates the gross operating revenue of the public utility for the purposes of levying and collecting the annual assessment in accordance with the provisions of NRS 704.033; or
(d) Determine the rates, terms and conditions of intrastate special access services.
3. As used in this section:
(a) Affiliate of an incumbent local exchange carrier has the meaning ascribed to it in section 2 of this act.
(b) Broadband service means any two-way service that transmits information at a rate that is generally not less than 200 kilobits per second in at least one direction.
(c) Incumbent local exchange carrier has the meaning ascribed to it in NRS 704.68932.
Sec. 9. NRS 704.020 is hereby amended to read as follows:
704.020 1. Public utility or utility includes:
(a) Any person who owns, operates, manages or controls any railroad or part of a railroad as a common carrier in this state, or cars or other equipment used thereon, or bridges, terminals, or sidetracks, or any docks or wharves or storage elevators used in connection therewith, whether or not they are owned by the railroad.
(b) [Telephone companies and other companies which provide telecommunication or a related] Any telephone company that provides a telecommunication service to the public, but only with regard to those operations of the telephone company which consist of providing a telecommunication service to the public.
(c) [Radio] Any radio or broadcasting [instrumentalities providing] company or instrumentality that provides a common or contract service.
(d) [All companies which own] Any company that owns cars of any kind or character, used and operated as a part of railroad trains, in or through this state. All duties required of and penalties imposed upon any railroad or any officer or agent thereof are, insofar as applicable, required of and imposed upon the owner or operator of any telephone [, radio and broadcasting companies, companies providing telecommunication or related services] company that provides a telecommunication service to the public , any radio or broadcasting company or instrumentality that provides a common or contract service and [companies which own] any company that owns cars of any kind or character, used and operated as a part of railroad trains in or through this state, and their officers and agents, and the Commission may supervise and control all such companies , instrumentalities and persons to the same extent as railroads.
κ2003 Statutes of Nevada, Page 3037 (CHAPTER 479, SB 400)κ
officer or agent thereof are, insofar as applicable, required of and imposed upon the owner or operator of any telephone [, radio and broadcasting companies, companies providing telecommunication or related services] company that provides a telecommunication service to the public , any radio or broadcasting company or instrumentality that provides a common or contract service and [companies which own] any company that owns cars of any kind or character, used and operated as a part of railroad trains in or through this state, and their officers and agents, and the Commission may supervise and control all such companies , instrumentalities and persons to the same extent as railroads.
2. Public utility or utility also includes:
(a) Any person who owns, operates or controls any ditch, flume, tunnel or tunnel and drainage system, charging rates, fares or tolls, directly or indirectly.
(b) Any plant or equipment, or any part of a plant or equipment, within this state for the production, delivery or furnishing for or to other persons, including private or municipal corporations, heat, gas, coal slurry, light, power in any form or by any agency, water for business, manufacturing, agricultural or household use, or sewerage service, whether or not within the limits of municipalities.
(c) Any system for the distribution of liquefied petroleum gas to 10 or more users.
The Commission may supervise, regulate and control all such utilities, subject to the provisions of this chapter and to the exclusion of the jurisdiction, regulation and control of such utilities by any municipality, town or village, unless otherwise provided by law.
3. The provisions of this chapter and the term public utility apply to all railroads, express companies , car companies and all associations of persons, whether or not incorporated, that do any business as a common carrier upon or over any line of railroad within this state.
Sec. 10. NRS 704.040 is hereby amended to read as follows:
704.040 1. Every public utility shall furnish reasonably adequate service and facilities, and the charges made for any service rendered or to be rendered, or for any service in connection therewith or incidental thereto, must be just and reasonable.
2. Every unjust and unreasonable charge for service of a public utility is unlawful.
3. The Commission may exempt, to the extent it deems reasonable, services related to telecommunication or public utilities which provide telecommunication services from any or all of the provisions of this chapter, upon a determination after hearing that the services are competitive or discretionary and that regulation thereof is unnecessary. For the purposes of this subsection, basic local exchange service and access services provided to interexchange carriers are not discretionary.
4. The Commission shall adopt regulations necessary to establish [an alternative] a plan of alternative regulation [of] for a public utility that provides telecommunication services. The [alternative] plan of alternative regulation may include, but is not limited to, provisions that:
(a) Allow adjustment of the rates charged by a public utility that provides telecommunication services during the period in which the utility elects the [alternative] plan of alternative regulation.
κ2003 Statutes of Nevada, Page 3038 (CHAPTER 479, SB 400)κ
(b) Provide for flexibility of pricing for discretionary services and services that are competitive.
(c) Specify the provisions of this chapter and chapter 707 of NRS that do not apply to a public utility that elects to be regulated under the [alternative plan.] plan of alternative regulation.
(d) Except as otherwise provided in this paragraph and NRS 704.68952, if the public utility is an incumbent local exchange carrier, allow the incumbent local exchange carrier to select the duration of the period in which the incumbent local exchange carrier is to be regulated under the plan of alternative regulation. The incumbent local exchange carrier may not select a period that is less than 3 years or more than 5 years. The provisions of this paragraph do not apply to a plan of alternative regulation of an incumbent local exchange carrier regulated under a plan of alternative regulation that was approved by the Commission before the effective date of this act.
5. A public utility that elects to be regulated under [the alternative] a plan of alternative regulation established pursuant to subsection 4 is not subject to the remaining provisions of this chapter or chapter 707 of NRS to the extent specified pursuant to paragraph (c) of subsection 4.
6. All providers of telecommunication services which offer the same or similar service must be subject to fair and impartial regulation, to promote adequate, economical and efficient service.
7. The Commission may provide for the levy and collection of an assessment, in an amount determined by the Commission, from a public utility that provides telecommunication services in order to maintain the availability of telephone service. Assessments levied pursuant to this subsection must be maintained in a separate fund established by the Commission. The Commission shall contract with an independent administrator to administer the fund pursuant to open competitive bidding procedures established by the Commission. The independent administrator shall collect the assessments levied and distribute them from the fund pursuant to a plan which has been approved by the Commission. Money in the fund must be used for the sole purpose of maintaining the availability of telephone service.
8. [For the purposes of] As used in this section [, interexchange] :
(a) Incumbent local exchange carrier has the meaning ascribed to it in NRS 704.68932.
(b) Interexchange carrier means any person providing intrastate telecommunications service for a fee between two or more exchanges.
Sec. 11. NRS 704.100 is hereby amended to read as follows:
704.100 Except as otherwise provided in NRS 704.075 and 704.68904 to 704.68984, inclusive, and sections 2 to 7, inclusive, of this act or as may otherwise be provided by the Commission pursuant to NRS 704.095 or 704.097 [:] or pursuant to the regulations adopted by the Commission in accordance with subsection 4 of NRS 704.040:
1. A public utility shall not make changes in any schedule, unless the public utility:
(a) Files with the Commission an application to make the proposed changes and the Commission approves the proposed changes pursuant to NRS 704.110; or
(b) Files the proposed changes with the Commission using a letter of advice in accordance with the provisions of subsection 4.
κ2003 Statutes of Nevada, Page 3039 (CHAPTER 479, SB 400)κ
2. A public utility shall post copies of all proposed schedules and all new or amended schedules in the same offices and in substantially the same form, manner and places as required by NRS 704.070 for the posting of copies of schedules that are currently in force.
3. A public utility may not set forth as justification for a rate increase any items of expense or rate base that previously have been considered and disallowed by the Commission, unless those items are clearly identified in the application and new facts or considerations of policy for each item are advanced in the application to justify a reversal of the prior decision of the Commission.
4. Except as otherwise provided in subsection 5, if the proposed change in any schedule does not change any rate or will result in an increase in annual gross operating revenue, as certified by the public utility, in an amount that does not exceed $2,500:
(a) The public utility may file the proposed change with the Commission using a letter of advice in lieu of filing an application; and
(b) The Commission shall determine whether it should dispense with a hearing regarding the proposed change.
5. If the applicant is a public utility furnishing telephone service and the proposed change in any schedule will result in an increase in annual gross operating revenue, as certified by the applicant, in an amount that does not exceed $50,000 or 10 percent of the applicants annual gross operating revenue, whichever is less, the Commission shall determine whether it should dispense with a hearing regarding the proposed change.
6. In making the determination pursuant to subsection 4 or 5, the Commission shall first consider all timely written protests, any presentation that the regulatory operations staff of the Commission may desire to present, the application of the public utility and any other matters deemed relevant by the Commission.
Sec. 12. NRS 704.110 is hereby amended to read as follows:
704.110 Except as otherwise provided in NRS 704.075 and 704.68904 to 704.68984, inclusive, and sections 2 to 7, inclusive, of this act or as may otherwise be provided by the Commission pursuant to NRS 704.095 or 704.097 [:] or pursuant to the regulations adopted by the Commission in accordance with subsection 4 of NRS 704.040:
1. If a public utility files with the Commission an application to make changes in any schedule, including, without limitation, changes that will result in a discontinuance, modification or restriction of service, the Commission shall investigate the propriety of the proposed changes to determine whether to approve or disapprove the proposed changes. If an electric utility files such an application and the application is a general rate application or an application to clear its deferred accounts, the Consumers Advocate shall be deemed a party of record.
2. Except as otherwise provided in [subsection 3,] subsections 3 and 11, if a public utility files with the Commission an application to make changes in any schedule, not later than 180 days after the date on which the application is filed, the Commission shall issue a written order approving or disapproving, in whole or in part, the proposed changes.
3. If a public utility files with the Commission a general rate application, the public utility shall submit with its application a statement showing the recorded results of revenues, expenses, investments and costs of capital for its most recent 12 months for which data were available when the application was prepared.
κ2003 Statutes of Nevada, Page 3040 (CHAPTER 479, SB 400)κ
application was prepared. In determining whether to approve or disapprove any increased rates, the Commission shall consider evidence in support of the increased rates based upon actual recorded results of operations for the same 12 months, adjusted for increased revenues, any increased investment in facilities, increased expenses for depreciation, certain other operating expenses as approved by the Commission and changes in the costs of securities which are known and are measurable with reasonable accuracy at the time of filing and which will become effective within 6 months after the last month of those 12 months, but the public utility shall not place into effect any increased rates until the changes have been experienced and certified by the public utility to the Commission and the Commission has approved the increased rates. The Commission shall also consider evidence supporting expenses for depreciation, calculated on an annual basis, applicable to major components of the public utilitys plant placed into service during the recorded test period or the period for certification as set forth in the application. Adjustments to revenues, operating expenses and costs of securities must be calculated on an annual basis. Within 90 days after the date on which the certification required by this subsection is filed with the Commission, or within 180 days after the date on which the general rate application is filed with the Commission, whichever time is longer, the Commission shall make such order in reference to the increased rates as is required by this chapter. An electric utility shall file a general rate application pursuant to this subsection at least once every 24 months.
4. If a public utility files with the Commission an application to make changes in any schedule and the Commission does not issue a final written order regarding the proposed changes within the time required by this section, the proposed changes shall be deemed to be approved by the Commission.
5. If a public utility files with the Commission a general rate application, the public utility shall not file with the Commission another general rate application until all pending general rate applications filed by that public utility have been decided by the Commission unless, after application and hearing, the Commission determines that a substantial financial emergency would exist if the public utility is not permitted to file another general rate application sooner. The provisions of this subsection do not prohibit the public utility from filing with the Commission, while a general rate application is pending, an application to recover the increased cost of purchased fuel, purchased power, or natural gas purchased for resale pursuant to subsection 6 or an application to clear its deferred accounts pursuant to subsection 7, if the public utility is otherwise authorized by those provisions to file such an application.
6. A public utility may file an application to recover the increased cost of purchased fuel, purchased power, or natural gas purchased for resale once every 30 days. The provisions of this subsection do not apply to an electric utility using deferred accounting pursuant to NRS 704.187.
7. Except as otherwise provided in subsection 8 and subsection 4 of NRS 704.100, if an electric utility using deferred accounting pursuant to NRS 704.187 files an application to clear its deferred accounts and to change one or more of its rates based upon changes in the costs for purchased fuel or purchased power, the Commission, after a public hearing and by an appropriate order:
κ2003 Statutes of Nevada, Page 3041 (CHAPTER 479, SB 400)κ
(a) Shall allow the electric utility to clear its deferred accounts by refunding any credit balance or recovering any debit balance over a period not to exceed 3 years, as determined by the Commission.
(b) Shall not allow the electric utility to recover any debit balance, or portion thereof, in an amount that would result in a rate of return during the period of recovery that exceeds the rate of return authorized by the Commission in the most recently completed rate proceeding for the electric utility.
8. Before allowing an electric utility to clear its deferred accounts pursuant to subsection 7, the Commission shall determine whether the costs for purchased fuel and purchased power that the electric utility recorded in its deferred accounts are recoverable and whether the revenues that the electric utility collected from customers in this state for purchased fuel and purchased power are properly recorded and credited in its deferred accounts. The Commission shall not allow the electric utility to recover any costs for purchased fuel and purchased power that were the result of any practice or transaction that was undertaken, managed or performed imprudently by the electric utility.
9. If an electric utility files an application to clear its deferred accounts pursuant to subsection 7 while a general rate application is pending, the electric utility shall:
(a) Submit with its application to clear its deferred accounts information relating to the cost of service and rate design; and
(b) Supplement its general rate application with the same information, if such information was not submitted with the general rate application.
10. A utility facility identified in a 3-year plan submitted pursuant to NRS 704.741 and accepted by the Commission for acquisition or construction pursuant to NRS 704.751 and the regulations adopted pursuant thereto shall be deemed to be a prudent investment. The utility may recover all just and reasonable costs of planning and constructing such a facility.
11. A PAR carrier may, in accordance with this section and NRS 704.100, file with the Commission a request to approve or change any schedule to provide volume or duration discounts to rates for telecommunication service for an offering made to all or any class of business customers. The Commission may conduct a hearing relating to the request, which must occur within 45 days after the date the request is filed with the Commission. The request and schedule shall be deemed approved if the request and schedule are not disapproved by the Commission within 60 days after the date the Commission receives the request.
12. As used in this section [, electric] :
(a) Electric utility has the meaning ascribed to it in NRS 704.187.
(b) PAR carrier has the meaning ascribed to it in section 4 of this act.
Sec. 13. NRS 704.68904 is hereby amended to read as follows:
704.68904 As used in NRS 704.68904 to 704.68984, inclusive, and sections 2 to 7, inclusive, of this act, unless the context otherwise requires, the words and terms defined in NRS 704.68908 to 704.68944, inclusive, and sections 2 to 6, inclusive, of this act, have the meanings ascribed to them in those sections.
Sec. 14. NRS 704.68908 is hereby amended to read as follows:
704.68908 Affected person means:
κ2003 Statutes of Nevada, Page 3042 (CHAPTER 479, SB 400)κ
1. A public utility affected by an action of [an electing] a PAR carrier or an action of the Commission relating to [an electing] a PAR carrier;
2. A person whose utility service or rates are affected by an action of [an electing] a PAR carrier or an action of the Commission relating to [an electing] a PAR carrier;
3. A competitive supplier; or
4. The Bureau of Consumer Protection in the Office of the Attorney General.
Sec. 15. NRS 704.68912 is hereby amended to read as follows:
704.68912 Basic network service means the provision of any of the following services, unless the [service has been] Commission has reclassified the service as a competitive [,] service, a deregulated service, a discretionary service or an other essential service [by the Commission] pursuant to NRS 704.6896:
1. Farmer line service;
2. Flat rate service for residential lines;
3. Measured rate service for residential lines;
4. Flat rate service for residential trunk lines;
5. Flat rate service for business lines;
6. Measured rate service for business lines;
7. Flat rate service for business trunk lines;
8. Measured rate service for business trunk lines;
9. Suburban service access lines;
10. Toll station service access lines;
11. Universal lifeline service access lines;
12. Access to emergency 911 service; and
13. The first single-line directory listing.
Sec. 16. NRS 704.6892 is hereby amended to read as follows:
704.6892 Competitive supplier means a person who:
1. Is a competitor of [an electing] a PAR carrier with respect to a service performed by the [electing] PAR carrier; or
2. Wants to enter into competition with [an electing] a PAR carrier.
Sec. 17. NRS 704.68924 is hereby amended to read as follows:
704.68924 Discretionary service means any telecommunication service which is not otherwise classified as a basic network service, a competitive service , a deregulated service or [any] an other essential service, or which is reclassified as a discretionary service pursuant to NRS 704.6896.
Sec. 18. NRS 704.68928 is hereby amended to read as follows:
704.68928 Electing PAR carrier means [an incumbent local exchange carrier regulated under an alternative plan of regulation pursuant to NRS 704.040 that has elected also to be regulated pursuant to NRS 704.68904 to 704.68984, inclusive, by filing with the Commission a statement] a PAR carrier which:
1. Makes an election to become an electing PAR carrier pursuant to NRS 704.68948 [.] ; and
2. Is regulated in the manner described in that section.
Sec. 19. NRS 704.68948 is hereby amended to read as follows:
704.68948 [An incumbent local exchange carrier that is regulated under an alternative plan of regulation pursuant to NRS 704.040 may elect also to be]
κ2003 Statutes of Nevada, Page 3043 (CHAPTER 479, SB 400)κ
1. A PAR carrier may make an election to become an electing PAR carrier that is regulated pursuant to NRS 704.68952, 704.68956 and 704.6898. Such regulation is in addition to any other regulation that otherwise applies to the PAR carrier pursuant to NRS 704.68904 to 704.68984, inclusive, [by filing] and sections 2 to 7, inclusive, of this act.
2. To make an election pursuant to this section, the PAR carrier must file with the Commission a written statement of its election to [be so regulated.] become an electing PAR carrier. The written statement must:
(a) Identify the PAR carrier; and
(b) Include the date that its election becomes effective.
Sec. 20. NRS 704.68952 is hereby amended to read as follows:
704.68952 1. [An] Except as otherwise provided in this section, if a PAR carrier makes an election to become an electing PAR carrier pursuant to NRS 704.68948, on and after the date that the election becomes effective:
(a) The electing PAR carrier is not subject to any review of earnings, monitoring of the rate base, or any other regulation by the Commission relating to the net income or rate of return of the electing PAR carrier [, unless the electing carrier files with the Commission a request to:
(a) Terminate its participation in the alternative plan of regulation pursuant to NRS 704.040; or
(b) Continue its participation in the alternative plan of regulation pursuant to NRS 704.040.
2. Except as otherwise provided in subsection 1, the] ;
(b) The Commission shall not consider the rate of return, rate base or any other earnings of the electing PAR carrier in connection with any change in rates [.
3. Except for an electing carrier that files a request with the Commission pursuant to subsection 1, the] ;
(c) The Commission shall not decrease the rate of a basic network service provided by the electing PAR carrier unless the electing PAR carrier agrees to the decrease in the rate [.
4. Except for a telecommunication service reclassified pursuant to NRS 704.6896, or except where an electing carrier elects to continue participation in an alternative plan of regulation pursuant to paragraph (b) of subsection 1, an] ; and
(d) The electing PAR carrier shall not , during the term of its plan of alternative regulation, increase any rate that the electing PAR carrier charges for a basic network [services.
5.] service, other than the rate for a telecommunication service that is:
(1) Reclassified pursuant to NRS 704.6896; or
(2) Offered by the electing PAR carrier pursuant to NRS 704.68964, 704.68968 or 704.68972.
2. An electing PAR carrier may terminate its plan of alternative regulation at any time by filing with the Commission a notice of its intention to terminate the plan. The termination is effective on the date the electing PAR carrier specifies in the notice.
3. If an electing PAR carrier terminates its plan of alternative regulation pursuant to subsection 2, the electing PAR carrier shall file with the Commission a general rate application pursuant to subsection 3 of NRS 704.110 not later than 180 days after the date that the termination of its plan of alternative regulation becomes effective.
κ2003 Statutes of Nevada, Page 3044 (CHAPTER 479, SB 400)κ
4. If an electing PAR carrier does not terminate its plan of alternative regulation pursuant to subsection 2, the plan terminates at the end of the first 5-year period after the date the plan becomes effective and at the end of each successive 5-year period after that date unless:
(a) Not later than 180 days before the end of the first 5-year period after the date the plan becomes effective and at the end of each successive 5-year period after that date, the electing PAR carrier files with the Commission a written request to continue its participation in the plan of alternative regulation for another 5-year period; and
(b) The Commission grants the written request of the electing PAR carrier to continue its participation in the plan of alternative regulation for another 5-year period in accordance with the provisions of this section.
5. If an electing PAR carrier files a written request pursuant to subsection 4, the written request must be accompanied by a written report prepared in a form prescribed by the Commission. The written report must:
(a) Contain a summary of the operations of the electing PAR carrier for the period covering the immediately preceding 5 fiscal years; and
(b) Include, but is not limited to, the rate of return and earnings of the electing PAR carrier for the period specified in paragraph (a), other than the rate of return and earnings obtained from deregulated services.
6. Not later than 180 days after the date that an electing PAR carrier files a written request pursuant to subsection 4, the Commission shall conduct and complete a proceeding to review the written request and report. The Commission shall not allow any person to be a party to the proceeding other than the electing PAR carrier, the regulatory operations staff of the Commission and the staff of the Bureau of Consumer Protection in the Office of the Attorney General.
7. In the proceeding, the Commission shall:
(a) Determine whether the existing rates of the electing PAR carrier for basic network services are just and reasonable pursuant to subsection 1 of NRS 704.040; and
(b) Based upon that determination, issue an order which:
(1) Grants the written request of the electing PAR carrier and authorizes the electing PAR carrier to participate in the plan of alternative regulation for another 5 years; or
(2) Denies the written request of the electing PAR carrier and directs the electing PAR carrier to file with the Commission a general rate application pursuant to subsection 3 of NRS 704.110 not later than 180 days after the date the Commission issues the order.
8. Except for universal service support for lifeline or link-up services provided pursuant to 47 U.S.C. § 214 or as otherwise determined by the Commission, an electing PAR carrier is not eligible to receive money from the fund created pursuant to subsection 7 of NRS 704.040.
9. For the purposes of this section:
(a) The plan of alternative regulation for an electing PAR carrier shall be deemed to have a term of 5 years.
(b) If a PAR carrier is operating as an electing PAR carrier on July 1, 2003, the first 5-year term for its plan of alternative regulation shall be deemed to begin on July 1, 2003.
(c) If a PAR carrier makes an election to become an electing PAR carrier after July 1, 2003, the first 5-year term for its plan of alternative regulation shall be deemed to begin on the date that its election becomes effective.
κ2003 Statutes of Nevada, Page 3045 (CHAPTER 479, SB 400)κ
regulation shall be deemed to begin on the date that its election becomes effective.
Sec. 21. NRS 704.68956 is hereby amended to read as follows:
704.68956 [Nothing in] The provisions of NRS 704.68904 to 704.68984, inclusive, [authorizes] and sections 2 to 7, inclusive, of this act do not authorize an electing PAR carrier, without the approval of the Commission, to discontinue or otherwise change the terms and conditions relating to the provision of the basic network services identified in subsections 1 to 4, inclusive, of NRS 704.68912, as set forth in the tariffs of the electing PAR carrier that are in effect on October 1, 1999.
Sec. 22. NRS 704.6896 is hereby amended to read as follows:
704.6896 1. The Commission may, at any time, upon its own motion or that of any person, reclassify a basic network service, except access to emergency 911 service.
2. The Commission shall establish by regulation criteria for determining whether a service should be reclassified, except that the Commission shall not adopt criteria for determining whether a service should be reclassified that would deny a request to reclassify a basic network service to another classification of service within an exchange where a competitive supplier operates and provides that service, on the basis that there is not a competitive supplier of that service in any other portion of the State.
3. If the Commission receives a written request for reclassification from a PAR carrier, the Commission shall act upon the request not later than 120 days after the date the Commission receives the request.
Sec. 23. NRS 704.68964 is hereby amended to read as follows:
704.68964 1. [An electing] A PAR carrier may, pursuant to this section and in accordance with NRS 704.68976, exercise flexibility in the pricing , the terms or both the pricing and terms of:
(a) [Competitive services and discretionary services.] Any competitive service or discretionary service. The Commission shall not specify a maximum rate for any competitive [services] service or discretionary [services of the electing carrier. The electing carrier shall, with regard to any competitive or discretionary service that it provides, set the price of that service above the price floor of the service.
(b) A] service provided by the PAR carrier.
(b) Any package of services, which may include basic network services, competitive services, discretionary services , [and] other essential services [.] and services and products that are not subject to the jurisdiction of the Commission. The Commission shall not specify a maximum rate for a package of services provided by the PAR carrier.
(c) Any tariffed service, if the PAR carrier needs to exercise flexibility in the pricing, the terms or both the pricing and terms of the tariffed service in a contract for service to an individual customer, to respond to competition by one or more competitive suppliers in the market for telecommunication service for business customers. The flexibility exercised by the PAR carrier pursuant to this paragraph:
(1) May include, but is not limited to, using volume or term discounts, and modifications to tariffed terms and conditions; and
(2) May not be used to provide volume or duration discounts to rates or modifications to tariffed terms and conditions for telecommunication service for an offering made to all or any class of business customers.
κ2003 Statutes of Nevada, Page 3046 (CHAPTER 479, SB 400)κ
2. Except as otherwise provided in this subsection, [an electing] a PAR carrier may, upon [30-days] 20-days notice to the Commission in writing, exercise flexibility in the pricing , the terms or both the pricing and terms of [its] any service or package of services that may be subject to such flexibility pursuant to subsection 1 , and the PAR carrier is exempt, with respect to the pricing of [its] each such service or package of services, from the provisions of NRS 704.100 and 704.110 and the regulations of the Commission relating thereto. The notice must include a description in reasonable detail of:
(a) The characteristics of [the] each service or package of services that will be subject to such flexibility ; [in pricing;]
(b) The terms and conditions applicable to [the] each service or package of services;
(c) The nature of any limitations on the duration or geographical availability of [the] each service or package of services;
(d) The price or prices of [the services or packages] each service or package of services; [and]
(e) A certificate which provides that [the electing] :
(1) The PAR carrier has prepared a cost study of the price floor to support the price or prices [for] of each service that will be subject to such flexibility or each service included in the package of services that will be subject to such flexibility; and [that, on]
(2) On and after the date on which the notice is filed with the Commission, any affected person may, upon request, inspect and copy the cost study, subject to reasonable terms and conditions of any applicable confidentiality and nondisclosure agreement relating to the service or package of services [.] ; and
(f) A form of notice that will be posted by the Commission.
The notice requirements of this subsection do not apply to [an electing] a PAR carrier with respect to the pricing or terms of any competitive service or any package of services [or for packages] comprised exclusively of competitive services.
3. The price or prices of each service that is subject to flexibility pursuant to this section must not be lower than the price floor for that service. The price [for a] or prices of each package of services that is subject to flexibility pursuant to this section must not be lower than the lesser of:
(a) The sum of the price floors for each [of the services contained] service included in the package; or
(b) The sum of the prices of the basic network services, as set forth in the tariffs of the [electing] PAR carrier, and the price floors for each of the other services [contained] included in the package.
4. [The Commission shall not specify a maximum rate for a package of services.
5. Each of the services] Each service included in a package [pursuant to paragraph (b) of subsection 1] of services that is subject to flexibility pursuant to this section must be made available on an individual basis.
[6. An electing]
5. A PAR carrier must provide [30-days] 20-days notice to the Commission in writing before the [electing] PAR carrier may implement any amendment or change to [an existing service noticed] a service or package of services which is subject to flexibility pursuant to this section and for which the PAR carrier had previously provided notice to the Commission pursuant to subsection 2.
κ2003 Statutes of Nevada, Page 3047 (CHAPTER 479, SB 400)κ
which the PAR carrier had previously provided notice to the Commission pursuant to subsection 2.
6. Notwithstanding any other provision of law, if a PAR carrier charges a customer a fixed price or amount for a package of services that is subject to flexibility pursuant to this section, the PAR carrier, in any bill or statement for the package of services, is permitted to specify only the fixed price or amount for the package of services and is not required to:
(a) Identify each separate service or component included in the package of services; or
(b) Specify the unit price or amount charged for each separate service or component included in the package of services.
Sec. 24. NRS 704.68968 is hereby amended to read as follows:
704.68968 [An electing] A PAR carrier may establish promotional price reductions for services upon a 1-day notice to the Commission. The promotional price reduction for a service may be offered for not more than 90 days during any 12 consecutive months and must be given in all geographic areas served by the [electing] PAR carrier, where facilities permit, on a nondiscriminatory basis during the 12-month period.
Sec. 25. NRS 704.68972 is hereby amended to read as follows:
704.68972 1. [An electing] A PAR carrier may introduce new services upon [30-days] 10-days notice to the Commission in writing. The notice must include a description in reasonable detail of:
(a) The characteristics of each new service;
(b) The terms and conditions applicable to each new service;
(c) The nature of any limitations on the duration or geographical availability of each new service;
(d) The price or prices of each new service; and
(e) A certificate [that] which provides that [the electing] :
(1) The PAR carrier has prepared a cost study of the price floor to support the price or prices [for] of each new service ; and [that, on]
(2) On and after the date on which the notice is filed with the Commission, any affected person may, upon request, inspect and copy the cost study, subject to reasonable terms and conditions of any applicable confidentiality and nondisclosure agreement.
2. Each new service is subject to the conditions set forth in NRS 704.68964.
3. Each new service is exempt from the provisions of NRS 704.100 and 704.110 and the regulations of the Commission relating thereto.
4. Unless otherwise classified by the Commission as a [competitive] deregulated service pursuant to its regulations, a new service must be classified as a [discretionary] competitive service for which the Commission shall not specify a maximum rate. The [electing] PAR carrier shall set the price of the new service above the price floor [of the] for that service.
5. As used in this section, a new service means a telecommunication service:
(a) That provides a function, feature or capability which is materially different from any service or services previously offered by the carrier; or
(b) Combines two or more previously provided new services.
Sec. 26. NRS 704.68976 is hereby amended to read as follows:
704.68976 The rates charged by [an electing] a PAR carrier for services, except for competitive services, must be geographically averaged throughout the service territory in which the [electing] PAR carrier is the provider of last resort, as determined pursuant to regulations adopted by the Commission, or within such other smaller geographic area as the Commission deems appropriate to balance the interests of all customers and providers.
κ2003 Statutes of Nevada, Page 3048 (CHAPTER 479, SB 400)κ
provider of last resort, as determined pursuant to regulations adopted by the Commission, or within such other smaller geographic area as the Commission deems appropriate to balance the interests of all customers and providers.
Sec. 27. NRS 704.6898 is hereby amended to read as follows:
704.6898 The intrastate access prices charged by an electing PAR carrier must not exceed the interstate access prices charged by the electing PAR carrier as authorized by the Federal Communications Commission for corresponding elements, and any resulting reductions must be offset on a revenue-neutral basis with adjustments to other essential retail services subject to regulation by the Commission.
Sec. 28. NRS 704.68984 is hereby amended to read as follows:
704.68984 The provisions of section 8 of this act and NRS 704.68904 to 704.68984, inclusive, and sections 2 to 7, inclusive, of this act do not:
1. Apply to the Commission in connection with any actions or decisions required or permitted by the Telecommunications Act of 1996, Public Law 104-104, 110 Stat. 56-161; or
2. Limit or modify [the] :
(a) The duties of [an electing] a PAR carrier to a competitive supplier regarding the provision of network interconnection, unbundled network elements and resold services under the provisions of the Telecommunications Act of 1996, Public Law 104-104, 110 Stat. 56-161 [.] ; or
(b) The authority of the Commission to act pursuant to NRS 704.281 and 704.282.
Sec. 29. This act becomes effective upon passage and approval.
________
κ2003 Statutes of Nevada, Page 3049κ
Assembly Bill No. 398Assemblymen Geddes, Hettrick, Hardy, Beers, Knecht, Anderson, Andonov, Arberry, Buckley, Carpenter, Chowning, Christensen, Collins, Conklin, Gibbons, Giunchigliani, Goicoechea, Goldwater, Grady, Griffin, Gustavson, Horne, Koivisto, Leslie, Mabey, Manendo, Marvel, Mortenson, Parks, Perkins, Pierce, Sherer and Weber
Joint Sponsors: Senators Townsend and Amodei
CHAPTER 480
AN ACT relating to purchasing; establishing an alternative procedure pursuant to which certain performance contracts for the installation or purchase of cost-savings energy measures in buildings occupied by state and local governmental entities are bid; providing the types and terms of such performance contracts; providing limitations on such performance contracts entered into by state agencies; and providing other matters properly relating thereto.
[Approved: June 11, 2003]
THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN
SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:
Section 1. Chapter 332 of NRS is hereby amended by adding thereto the provisions set forth as sections 2 to 14, inclusive, of this act.
Sec. 2. As used in sections 2 to 14, inclusive, of this act, unless the context otherwise requires, the words and terms defined in sections 3 to 7, inclusive, of this act, have the meanings ascribed to them in those sections.
Sec. 3. Building means any structure, building or facility, including any equipment, furnishings or appliances within the structure, building or facility, that is owned or operated by a local government. The term includes, without limitation, occupied and unoccupied structures, buildings and facilities, and any other improvements owned or operated by a local government that incur operating costs.
Sec. 4. Operating cost savings means any expenses that are eliminated or avoided on a long-term basis as a result of the installation or modification of equipment, or services performed by a qualified service company. The term does not include any savings that are realized solely because of a shift in the cost of personnel or other similar short-term cost savings.
Sec. 5. Operating cost-savings measure means any improvement, repair or alteration to a building, or any equipment, fixture or furnishing to be added or used in a building that is designed to reduce operating costs, including those costs related to electrical energy and demand, thermal energy, water consumption, waste disposal and contract-labor costs, and increase the operating efficiency of the building for the appointed functions that are cost-effective. The term includes, without limitation:
1. Procurement of low-cost energy supplies, including electricity and natural gas.
2. Procurement of cost savings as a result of outsourcing energy needs for electrical power, heating and cooling.
κ2003 Statutes of Nevada, Page 3050 (CHAPTER 480, AB 398)κ
3. Operational or maintenance labor savings resulting from reduced costs for maintenance contracts as provided through reduction of required maintenance or operating tasks, including, without limitation, replacement of filters and lighting products, and equipment failures.
4. Investment in equipment, products and materials, and strategies for building operation, or any combination thereof, designed to reduce energy and other utility expenses, including, without limitation:
(a) Costs for materials and labor required to replace old equipment with new, more efficient equipment.
(b) Storm windows or doors, caulking or weather stripping, multiglazed windows or doors, heat-absorbing or heat-reflective glazed or coated windows or doors, reductions in glass area, and other modifications to windows and doors that will reduce energy consumption.
(c) Automated or computerized energy control systems.
(d) Replacement of, or modifications to, heating, ventilation or air-conditioning systems.
(e) Replacement of, or modifications to, lighting fixtures.
(f) Improvements to the indoor air quality of a building that conform to all requirements of an applicable building code.
(g) Energy recovery systems.
(h) Systems for combined cooling, heating and power that produce steam or other forms of energy, for use primarily within the building or a complex of buildings.
(i) Installation of, or modifications to, existing systems for daylighting, including lighting control systems.
(j) Installation of, or modification to, technologies that use renewable or alternative energy sources.
(k) Programs relating to building operation that reduce operating costs, including, without limitation, computerized programs, training and other similar activities.
(l) Programs for improvement of steam traps to reduce operating costs.
(m) Devices that reduce water consumption in buildings, for lawns and for other irrigation applications.
(n) Any additional improvements to building infrastructures that produce energy and operating cost savings, significantly reduce energy consumption or increase the operating efficiency of the buildings for their appointed functions, provided that such improvements comply with applicable building codes.
(o) Trash compaction and waste minimization.
5. Investment in educational programs relating to occupational behavior that are designed to reduce the consumption of energy or water, or both, and the generation of waste.
Sec. 6. Performance contract means a contract between a local government and a qualified service company for the evaluation, recommendation and implementation of one or more operating cost-savings measures.
Sec. 7. Qualified service company means a person with a record of established projects or a person with demonstrated technical, operational, financial and managerial capabilities to design and carry out operating cost-savings measures and other similar building improvements, and who has the ability to secure necessary financial measures to ensure related guarantees for operating cost savings.
κ2003 Statutes of Nevada, Page 3051 (CHAPTER 480, AB 398)κ
Sec. 8. 1. Notwithstanding any provision of this chapter and chapter 338 of NRS to the contrary, a local government may enter into a performance contract with a qualified service company for the purchase and installation of an operating cost-savings measure to reduce costs related to energy, water and the disposal of waste, and related labor costs. Such a performance contract may be in the form of an installment payment contract or a lease-purchase contract. Any operating cost-savings measures put into place as a result of a performance contract must comply with all applicable building codes.
2. The local government shall determine those companies that satisfy the requirements of qualified service companies for the purposes of sections 2 to 14, inclusive, of this act. The local government shall prepare and issue a request for qualifications to not less than three potential qualified service companies.
3. In sending out a request for qualifications, the local government:
(a) Shall attempt to identify at least one potential qualified service company located within this state; and
(b) May consider whether and to what extent the companies to which the request for qualifications will be sent will use local contractors.
4. The local government shall use objective criteria to determine those companies that satisfy the requirements of qualified service companies. The objective criteria for evaluation must include the following areas as substantive factors to assess the capability of such companies:
(a) Design;
(b) Engineering;
(c) Installation;
(d) Maintenance and repairs associated with performance contracts;
(e) Experience in conversions to different sources of energy or fuel and other services related to operating cost-savings measures provided that is done in association with a comprehensive energy, water or waste disposal cost-savings retrofit;
(f) Monitoring projects after the projects are installed;
(g) Data collection and reporting of savings;
(h) Overall project experience and qualifications;
(i) Management capability;
(j) Ability to access long-term financing;
(k) Experience with projects of similar size and scope; and
(l) Such other factors determined by the local government to be relevant and appropriate to the ability of a company to perform the project.
In determining whether a company satisfies the requirements of a qualified service company, the local government shall also consider the financial health of the company as evidenced by its financial statements and ratings and whether the company holds the appropriate licenses required for the design, engineering and construction to be completed.
5. The local government shall compile a list of those companies that it determines satisfy the requirements of qualified service companies. If the local government is interested in entering into a performance contract, the local government shall notify each appropriate qualified service company and coordinate an opportunity for each such qualified service company to:
(a) Perform a preliminary and comprehensive audit and assessment of all potential operating cost-savings measures that might be implemented within the buildings of the local government, including any operating cost-savings measures specifically requested by the local government; and
κ2003 Statutes of Nevada, Page 3052 (CHAPTER 480, AB 398)κ
within the buildings of the local government, including any operating cost-savings measures specifically requested by the local government; and
(b) Submit a proposal and make a related presentation to the local government for all such operating cost-savings measures that the qualified service company determines would be practicable to implement.
6. The local government shall:
(a) Evaluate the proposals and presentations made pursuant to subsection 5; and
(b) Select a qualified service company,
pursuant to the provisions of this chapter for evaluating and awarding contracts.
7. The qualified service company selected by the local government pursuant to subsection 6 shall prepare a financial-grade operational audit. Except as otherwise provided in this subsection, the audit prepared by the qualified service company becomes, upon acceptance, a part of the final performance contract and the costs incurred by the qualified service company in preparing the audit shall be deemed to be part of the performance contract. If, after the audit is prepared, the local government decides not to execute the performance contract, the local government shall pay the qualified service company that prepared the audit the costs incurred by the qualified service company in preparing the audit if the local government has specifically appropriated money for that purpose.
8. The local government shall retain the professional services of a third-party consultant with the requisite technical expertise to assist the local government in reviewing the operating cost-savings measures proposed by the qualified service company and may procure sufficient funding from the qualified service company, through negotiation, to pay for the third-party consultant. Such a third-party consultant must be certified by the Association of Energy Engineers as a Certified Energy Manager or hold similar credentials from a comparable nationally recognized organization. A third-party consultant retained pursuant to this subsection shall work on behalf of the local government in coordination with the qualified service company.
Sec. 9. 1. A performance contract may be financed through a person other than the qualified service company.
2. A performance contract may be structured as:
(a) A performance contract that guarantees operating cost savings, which includes, without limitation, the design and installation of equipment, the operation and maintenance, if applicable, of any of the operating cost-savings measures and the guaranteed annual savings which must meet or exceed the total annual contract payments to be made by the local government, including any financing charges to be incurred by the local government over the life of the performance contract. The local government may require that these savings be verified annually or over a sufficient period that demonstrates savings.
(b) A shared-savings contract which includes provisions mutually agreed upon by the local government and qualified service company as to the negotiated rate of payments based upon operating cost savings and a stipulated maximum consumption level of energy or water, or both energy and water, over the life of the contract.
κ2003 Statutes of Nevada, Page 3053 (CHAPTER 480, AB 398)κ
Sec. 10. 1. A performance contract must provide that all payments, other than any obligations that become due if the contract is terminated before the contract expires, must be made over time.
2. Except as otherwise provided in this subsection, a performance contract, and the payments provided thereunder, may extend beyond the fiscal year in which the performance contract becomes effective for costs incurred in future fiscal years. The performance contract may extend for a term not to exceed 15 years. The length of a performance contract may reflect the useful life of the operating cost-savings measure being installed or purchased under the performance contract.
3. The period over which payments are made on a performance contract must equal the period over which the operating cost savings are amortized. Payments on a performance contract must not commence until the operating cost-savings measures have been installed by the qualified service company.
Sec. 10.3. If a performance contract entered into pursuant to sections 2 to 14, inclusive, of this act requires the employment of skilled mechanics, skilled workmen, semiskilled mechanics, semiskilled workmen or unskilled labor to perform the performance contract, the performance contract must include a provision relating to the prevailing wage as required pursuant to NRS 338.020 to 338.090, inclusive.
Sec. 10.7. Notwithstanding any provision of sections 2 to 14, inclusive, of this act to the contrary, a performance contract entered into pursuant to sections 2 to 14, inclusive, of this act must include a clause that sets out the rights of the local government and the qualified service company if the local government does not appropriate sufficient money for payments to be continued under the performance contract.
Sec. 11. A local government may reinvest any savings realized under a performance contract whenever practical into operating cost-savings measures provided the local government is satisfying all its other obligations under the performance contract.
Sec. 12. 1. During the term of a performance contract, the qualified service company shall monitor the reductions in energy or water consumption and other operating cost savings attributable to the operating cost-savings measure purchased or installed under the performance contract, and shall, at least once a year or at such other intervals specified in the performance contract, prepare and provide a report to the local government documenting the performance of the operating cost-savings measures.
2. A performance contract must identify the methodology that the local government will use to validate the cost savings identified by the qualified service company.
3. A qualified service company and the local government may agree to make modifications in the calculation of savings based on:
(a) Subsequent material changes to the baseline consumption of energy or water identified at the beginning of the term of the performance contract.
(b) A change in utility rates.
(c) A change in the number of days in the billing cycle of a utility.
(d) A change in the total square footage of the building.
(e) A change in the operational schedule, and any corresponding change in the occupancy and indoor temperature, of the building.
κ2003 Statutes of Nevada, Page 3054 (CHAPTER 480, AB 398)κ
(f) A material change in the weather.
(g) A material change in the amount of equipment or lighting used at the building.
(h) Any other change which reasonably would be expected to modify the use of energy or the cost of energy.
Sec. 13. A qualified service company shall provide to the Office of Energy within the Office of the Governor information concerning each performance contract which the qualified service company enters into pursuant to sections 2 to 14, inclusive, of this act, including, without limitation, the name of the project, the local government for which the project is being carried out and the expected operating cost savings. The Office of Energy may report any energy savings realized as a result of such performance contracts to the United States Department of Energy pursuant to 42 U.S.C. § 13385.
Sec. 14. A performance contract must include appropriate financial mechanisms determined to be necessary by the city or county treasurer, as appropriate, to guarantee that operating cost savings are realized by the local government if the actual cost savings do not meet the predicted cost savings.
Sec. 15. Chapter 333 of NRS is hereby amended by adding thereto the provisions set forth as sections 16 to 29, inclusive, of this act.
Sec. 16. As used in sections 16 to 29, inclusive, of this act, unless the context otherwise requires, the words and terms defined in sections 17 to 21.5, inclusive, of this act, have the meanings ascribed to them in those sections.
Sec. 17. Building means any structure, building or facility, including any equipment, furnishings or appliances within the structure, building or facility, that is owned or operated by a using agency. The term includes, without limitation, occupied and unoccupied structures, buildings and facilities, and any other improvements owned or operated by a using agency that incur operating costs.
Sec. 18. Operating cost savings means any expenses that are eliminated or avoided on a long-term basis as a result of the installation or modification of equipment, or services performed by a qualified service company. The term does not include any savings that are realized solely because of a shift in the cost of personnel or other similar short-term cost savings.
Sec. 19. Operating cost-savings measure means any improvement, repair or alteration to a building, or any equipment, fixture or furnishing to be added or used in a building that is designed to reduce operating costs, including those costs related to electrical energy and demand, thermal energy, water consumption, waste disposal and contract-labor costs, and increase the operating efficiency of the building for the appointed functions that are cost-effective. The term includes, without limitation:
1. Procurement of low-cost energy supplies, including electricity and natural gas.
2. Procurement of cost savings as a result of outsourcing energy needs for electrical power, heating and cooling.
3. Operational or maintenance labor savings resulting from reduced costs for maintenance contracts as provided through reduction of required maintenance or operating tasks, including, without limitation, replacement of filters and lighting products, and equipment failures.
κ2003 Statutes of Nevada, Page 3055 (CHAPTER 480, AB 398)κ
4. Investment in equipment, products and materials, and strategies for building operation, or any combination thereof, designed to reduce energy and other utility expenses, including, without limitation:
(a) Costs for materials and labor required to replace old equipment with new, more efficient equipment.
(b) Storm windows or doors, caulking or weather stripping, multiglazed windows or doors, heat-absorbing or heat-reflective glazed or coated windows or doors, reductions in glass area, and other modifications to windows and doors that will reduce energy consumption.
(c) Automated or computerized energy control systems.
(d) Replacement of, or modifications to, heating, ventilation or air-conditioning systems.
(e) Replacement of, or modifications to, lighting fixtures.
(f) Improvements to the indoor air quality of a building that conform to all requirements of an applicable building code.
(g) Energy recovery systems.
(h) Systems for combined cooling, heating and power that produce steam or other forms of energy, for use primarily within the building or a complex of buildings.
(i) Installation of, or modifications to, existing systems for daylighting, including lighting control systems.
(j) Installation of, or modification to, technologies that use renewable or alternative energy sources.
(k) Programs relating to building operation that reduce operating costs, including, without limitation, computerized programs, training and other similar activities.
(l) Programs for improvement of steam traps to reduce operating costs.
(m) Devices that reduce water consumption in buildings, for lawns and for other irrigation applications.
(n) Any additional improvements to building infrastructures that produce energy and operating cost savings, significantly reduce energy consumption or increase the operating efficiency of the buildings for their appointed functions, provided that such improvements comply with applicable building codes.
(o) Trash compaction and waste minimization.
5. Investment in educational programs relating to occupational behavior that are designed to reduce the consumption of energy or water, or both, and the generation of waste.
Sec. 20. Performance contract means a contract between a using agency and a qualified service company for the evaluation, recommendation and implementation of one or more operating cost-savings measures.
Sec. 21. Qualified service company means a person with a record of established projects or a person with demonstrated technical, operational, financial and managerial capabilities to design and carry out operating cost-savings measures and other similar building improvements, and who has the ability to secure necessary financial measures to ensure related guarantees for operating cost savings.
Sec. 21.5. Using agency means all officers, departments, institutions, boards, commissions and other agencies in the Executive Department of the State Government which derive their support from public money in whole or in part, whether the money is provided by the State of Nevada, received from the Federal Government or any branch, bureau or agency thereof, or derived from private or other sources.
κ2003 Statutes of Nevada, Page 3056 (CHAPTER 480, AB 398)κ
State of Nevada, received from the Federal Government or any branch, bureau or agency thereof, or derived from private or other sources. The term includes the University and Community College System of Nevada, but does not include the Nevada Rural Housing Authority, local governments as defined in NRS 354.474, conservation districts and irrigation districts.
Sec. 22. 1. Notwithstanding any provision of this chapter and chapter 338 of NRS to the contrary, a using agency may enter into a performance contract with a qualified service company for the purchase and installation of an operating cost-savings measure to reduce costs related to energy, water and the disposal of waste, and related labor costs. Such a performance contract may be in the form of an installment payment contract or a lease-purchase contract that is subject to the provisions of NRS 353.500 to 353.630, inclusive. Any operating cost-savings measures put into place as a result of a performance contract must comply with all applicable building codes.
2. The State Public Works Board shall determine those companies that satisfy the requirements of qualified service companies for the purposes of sections 16 to 29, inclusive, of this act. In making such a determination, the State Public Works Board shall enlist the assistance of the staffs of the Office of Energy within the Office of the Governor, the Buildings and Grounds Division of the Department of Administration and the Purchasing Division. The State Public Works Board shall prepare and issue a request for qualifications to not less than three potential qualified service companies.
3. In sending out a request for qualifications, the State Public Works Board:
(a) Shall attempt to identify at least one potential qualified service company located within this state; and
(b) May consider whether and to what extent the companies to which the request for qualifications will be sent will use local contractors.
4. The State Public Works Board shall use objective criteria to determine those companies that satisfy the requirements of qualified service companies. The objective criteria for evaluation must include the following areas as substantive factors to assess the capability of such companies:
(a) Design;
(b) Engineering;
(c) Installation;
(d) Maintenance and repairs associated with performance contracts;
(e) Experience in conversions to different sources of energy or fuel and other services related to operating cost-savings measures provided that is done in association with a comprehensive energy, water or waste disposal cost-savings retrofit;
(f) Monitoring projects after the projects are installed;
(g) Data collection and reporting of savings;
(h) Overall project experience and qualifications;
(i) Management capability;
(j) Ability to access long-term financing;
(k) Experience with projects of similar size and scope; and
κ2003 Statutes of Nevada, Page 3057 (CHAPTER 480, AB 398)κ
(l) Such other factors determined by the State Public Works Board to be relevant and appropriate to the ability of a company to perform the project.
In determining whether a company satisfies the requirements of a qualified service company, the State Public Works Board shall also consider the financial health of the company as evidenced by its financial statements and ratings and whether the company holds the appropriate licenses required for the design, engineering and construction which would be completed pursuant to a performance contract.
5. The State Public Works Board shall compile a list of those companies that it determines satisfy the requirements of qualified service companies. The Purchasing Division shall work directly with any using agency interested in entering into a performance contract, using the list of qualified service companies compiled by the State Public Works Board. The Purchasing Division, in conjunction with the using agency, shall ensure that each appropriate qualified service company is notified of the using agencys interest in entering into a performance contract and coordinate an opportunity for each such qualified service company to:
(a) Perform a preliminary and comprehensive audit and assessment of all potential operating cost-savings measures that might be implemented within the buildings of the using agency, including any operating cost-savings measures specifically requested by the using agency; and
(b) Submit a proposal and make a related presentation to the using agency for all such operating cost-savings measures that the qualified service company determines would be practicable to implement.
6. The using agency shall:
(a) Evaluate the proposals and presentations made pursuant to subsection 5; and
(b) Select a qualified service company,
pursuant to the provisions of this chapter, and any regulations adopted pursuant thereto, for evaluating and awarding contracts.
7. A qualified service company selected by a using agency pursuant to subsection 6 shall prepare a financial-grade operational audit. Except as otherwise provided in this subsection, the audit prepared by the qualified service company becomes, upon acceptance, a part of the final performance contract and the costs incurred by the qualified service company in preparing the audit shall be deemed to be part of the performance contract. If, after the audit is prepared, the using agency decides not to execute the performance contract, the using agency shall pay the qualified service company that prepared the audit the costs incurred by the qualified service company in preparing the audit, if the Legislature has specifically appropriated money for that purpose. An appropriation by the Legislature for the purchase and installation of an operating cost-savings measure creates no presumption that the using agency for which the money was appropriated is required to enter into such a contract.
8. The using agency shall retain the professional services of a third-party consultant with the requisite technical expertise to assist the using agency in reviewing the operating cost-savings measures proposed by the qualified service company. The Purchasing Division may procure sufficient funding from the qualified service company, through negotiation, to pay for the third-party consultant. Such a third-party consultant must be certified by the Association of Energy Engineers as a Certified Energy Manager or hold similar credentials from a comparable nationally recognized organization.
κ2003 Statutes of Nevada, Page 3058 (CHAPTER 480, AB 398)κ
consultant must be certified by the Association of Energy Engineers as a Certified Energy Manager or hold similar credentials from a comparable nationally recognized organization. A third-party consultant retained pursuant to this subsection shall work on behalf of the using agency in coordination with the qualified service company.
Sec. 23. 1. A performance contract may be financed through a person other than the qualified service company.
2. A performance contract may be structured as:
(a) A performance contract that guarantees operating cost savings, which includes, without limitation, the design and installation of equipment, the operation and maintenance, if applicable, of any of the operating cost-savings measures and the guaranteed annual savings which must meet or exceed the total annual contract payments to be made by the using agency, including any financing charges to be incurred by the using agency over the life of the performance contract. The using agency may require that these savings be verified annually or over a sufficient period that demonstrates savings.
(b) A shared-savings contract which includes provisions mutually agreed upon by the using agency and qualified service company as to the negotiated rate of payments based upon operating cost savings and a stipulated maximum consumption level of energy or water, or both energy and water, over the life of the contract.
Sec. 24. 1. Notwithstanding any provision of sections 16 to 29, inclusive, of this act to the contrary, a performance contract entered into pursuant to sections 16 to 29, inclusive, of this act does not create a debt for the purposes of Section 3 of Article 9 of the Nevada Constitution.
2. Except as otherwise provided in this section, the term of a performance contract may extend beyond the biennium in which the contract is executed, provided that the performance contract contains a provision which states that all obligations of the State under the performance contract are extinguished at the end of any fiscal year if the Legislature fails to provide an appropriation to the using agency for the ensuing fiscal year for payments to be made under the performance contract. If the Legislature fails to appropriate money to a using agency for a performance contract, there is no remedy against the State, except that if a security interest in any property was created pursuant to the performance contract, the holder of such a security interest may enforce the security interest against that property. The term of a performance contract must not exceed 15 years.
3. The length of a performance contract may reflect the useful life of the operating cost-savings measure being installed or purchased under the performance contract.
Sec. 25. 1. A performance contract must provide that all payments, other than any obligations that become due if the contract is terminated before the contract the expires, must be made over time.
2. The period over which payments are made on a performance contract must equal the period over which the operating cost savings are amortized. Payments on a performance contract must not commence until the operating cost-savings measures have been installed by the qualified service company.
Sec. 26. If a performance contract entered into pursuant to sections 16 to 29, inclusive, of this act requires the employment of skilled mechanics, skilled workmen, semiskilled mechanics, semiskilled workmen or unskilled labor to perform the performance contract, the performance contract must include a provision relating to the prevailing wage as required pursuant to NRS 338.020 to 338.090, inclusive.
κ2003 Statutes of Nevada, Page 3059 (CHAPTER 480, AB 398)κ
mechanics, skilled workmen, semiskilled mechanics, semiskilled workmen or unskilled labor to perform the performance contract, the performance contract must include a provision relating to the prevailing wage as required pursuant to NRS 338.020 to 338.090, inclusive.
Sec. 27. 1. During the term of a performance contract, the qualified service company shall monitor the reductions in energy or water consumption and other operating cost savings attributable to the operating cost-savings measure purchased or installed under the performance contract, and shall, at least once a year or at such other intervals specified in the performance contract, prepare and provide a report to the using agency documenting the performance of the operating cost-savings measures.
2. A qualified service company and the using agency may agree to make modifications in the calculation of savings based on:
(a) Subsequent material changes to the baseline consumption of energy or water identified at the beginning of the term of the performance contract.
(b) A change in utility rates.
(c) A change in the number of days in the billing cycle of a utility.
(d) A change in the total square footage of the building.
(e) A change in the operational schedule, and any corresponding change in the occupancy and indoor temperature, of the building.
(f) A material change in the weather.
(g) A material change in the amount of equipment or lighting used at the building.
(h) Any other change which reasonably would be expected to modify the use of energy or the cost of energy.
Sec. 28. A qualified service company shall provide to the Office of Energy within the Office of the Governor information concerning each performance contract which the qualified service company enters into pursuant to sections 16 to 29, inclusive, of this act, including, without limitation, the name of the project, the using agency for which the project is being carried out and the expected operating cost savings. The Office of Energy may report any energy savings realized as a result of such performance contracts to the United States Department of Energy pursuant to 42 U.S.C. § 13385.
Sec. 29. A performance contract must include appropriate financial mechanisms determined to be necessary by the State Treasurer to guarantee that operating cost savings are realized by the using agency if the actual cost savings do not meet the predicted cost savings.
Secs. 29.3-29.7. (Deleted by amendment.)
Sec. 30. This act becomes effective on July 1, 2003.
________
κ2003 Statutes of Nevada, Page 3060κ
Assembly Bill No. 473Committee on Ways and Means
CHAPTER 481
AN ACT relating to water systems; transferring the authority to administer certain accounts that provide financial assistance to public water systems from the Health Division of the Department of Human Resources to the Division of Environmental Protection of the State Department of Conservation and Natural Resources; and providing other matters properly relating thereto.
[Approved: June 11, 2003]
THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN
SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:
Section 1. NRS 445A.210 is hereby amended to read as follows:
445A.210 [Board] Commission means the State [Board of Health.] Environmental Commission.
Sec. 2. NRS 445A.220 is hereby amended to read as follows:
445A.220 Division means the [Health] Division of Environmental Protection of the State Department of [Human Resources.] Conservation and Natural Resources.
Sec. 3. NRS 445A.265 is hereby amended to read as follows:
445A.265 1. The Division shall:
(a) Use the money in the Account for the Revolving Fund and the Account for Set-Aside Programs for the purposes set forth in the Safe Drinking Water Act.
(b) Determine whether public water systems which receive money or other assistance from the Account for the Revolving Fund or the Account for Set-Aside Programs comply with the Safe Drinking Water Act and regulations adopted pursuant thereto.
2. The Division may:
(a) Prepare and enter into required agreements with the Federal Government for the acceptance of grants of money for the Account for the Revolving Fund and the Account for Set-Aside Programs.
(b) Bind itself to terms of the required agreements.
(c) Accept grants made pursuant to the Safe Drinking Water Act.
(d) Manage the Account for the Revolving Fund and the Account for Set-Aside Programs in accordance with the requirements and objectives of the Safe Drinking Water Act.
(e) Provide services relating to management and administration of the Account for the Revolving Fund and the Account for Set-Aside Programs, including the preparation of any agreement, plan or report.
(f) Perform, or cause to be performed by the Nevada Rural Water Association or other persons, agencies or organizations through interagency agreement, contract or memorandum of understanding, set-aside programs pursuant to 42 U.S.C. § 300j-12 of the Safe Drinking Water Act.
3. The Division shall not:
(a) Commit any money in the Account for the Revolving Fund for expenditure for the purposes set forth in NRS 445A.275; or
κ2003 Statutes of Nevada, Page 3061 (CHAPTER 481, AB 473)κ
(b) Establish the priorities for determining which public water systems will receive money or other assistance from the Account for the Revolving Fund,
without obtaining the prior approval of the Board for Financing Water Projects.
Sec. 4. NRS 445A.270 is hereby amended to read as follows:
445A.270 The [Board] Commission may adopt such regulations as are necessary to carry out the provisions of NRS 445A.200 to 445A.295, inclusive.
Sec. 5. NRS 445A.280 is hereby amended to read as follows:
445A.280 1. The Administrator shall not:
(a) Spend more than 4 percent of the federal grant for a set-aside program for administration pursuant to 42 U.S.C. § 300j-12(g)(2) of the Safe Drinking Water Act;
(b) Spend more than 10 percent of the federal grant for a set-aside program for activities authorized pursuant to 42 U.S.C. § 300j-12(g)(2) of the Safe Drinking Water Act if matched equally by the State;
(c) Spend more than 2 percent of the federal grant for a set-aside program for technical assistance to small water systems pursuant to 42 U.S.C. § 300j-12(g)(2) of the Safe Drinking Water Act; or
(d) Spend more than 15 percent of the federal grant for a set-aside program for activities authorized pursuant to 42 U.S.C. § 300j-12(k) of the Safe Drinking Water Act.
2. The Administrator may impose and collect a fee from each public water system that receives a loan or other financial assistance from the Account for the Revolving Fund or the Account for Set-Aside Programs. The fee must be used to defray the costs of administering the Account for the Revolving Fund or the Account for Set-Aside Programs.
3. If the Administrator imposes a fee pursuant to subsection 2, the [Board] Commission shall adopt regulations establishing the amount of the fee to be collected.
Sec. 6. NRS 445A.295 is hereby amended to read as follows:
445A.295 1. The [Board] Commission shall adopt such regulations as are necessary relating to the environmental review required by the Safe Drinking Water Act.
2. Each public water system which receives money from the Account for the Revolving Fund shall prepare an environmental assessment which complies with the regulations adopted by the [Board] Commission and submit it to the Division for review.
3. The Division shall review each such assessment.
Sec. 7. This act becomes effective on July 1, 2003.
________
κ2003 Statutes of Nevada, Page 3062κ
Assembly Bill No. 358Assemblyman Perkins
CHAPTER 482
AN ACT relating to motor vehicles; providing for the issuance of special license plates for the support of naturalized citizenship; providing for the issuance of special license plates for the support of the conservation of wetlands; imposing a fee for the issuance and renewal of such license plates; providing for the design, preparation and issuance of special license plates by petition to the Department of Motor Vehicles under certain circumstances; imposing a fee for the issuance and renewal of such license plates; setting forth criteria for the design of such license plates; creating and setting forth the powers of the Commission on Special License Plates; limiting the number of different designs of certain special license plates that may be issued by the Department at any one time; providing in certain circumstances for the withdrawal from use of a particular design of special license plate; expanding the purposes for which money in the Revolving Account for the Issuance of Special License Plates may be used; and providing other matters properly relating thereto.
[Approved: June 11, 2003]
THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN
SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:
Section 1. Chapter 482 of NRS is hereby amended by adding thereto the provisions set forth as sections 1.3 to 5, inclusive, of this act.
Sec. 1.3. 1. Except as otherwise provided in this subsection, the Department, in cooperation with the Immigrant Workers Citizenship Project or its successor, shall design, prepare and issue license plates for the support of naturalized citizenship, using any colors and designs that the Department deems appropriate. The design of the license plates must include a depiction of the Aztec Calendar. The Department shall not design, prepare or issue the license plates unless it receives at least 1,000 applications for the issuance of those plates.
2. If the Department receives at least 1,000 applications for the issuance of license plates for the support of naturalized citizenship, the Department shall issue those plates for a passenger car or light commercial vehicle upon application by a person who is entitled to license plates pursuant to NRS 482.265 and who otherwise complies with the requirements for registration and licensing pursuant to this chapter. A person may request that personalized prestige license plates issued pursuant to NRS 482.3667 be combined with license plates for the support of naturalized citizenship if that person pays the fees for the personalized prestige license plates in addition to the fees for the license plates for the support of naturalized citizenship pursuant to subsections 3 and 4.
3. The fee for license plates for the support of naturalized citizenship is $35, in addition to all other applicable registration and license fees and governmental services taxes. The license plates are renewable upon the payment of $10.
κ2003 Statutes of Nevada, Page 3063 (CHAPTER 482, AB 358)κ
4. In addition to all other applicable registration and license fees and governmental services taxes and the fee prescribed in subsection 3, a person who requests a set of license plates for the support of naturalized citizenship must pay for the initial issuance of the plates an additional fee of $25 and for each renewal of the plates an additional fee of $20, to be distributed pursuant to subsection 5.
5. The Department shall deposit the fees collected pursuant to subsection 4 with the State Treasurer for credit to the State General Fund. The State Treasurer shall, on a quarterly basis, distribute the fees deposited pursuant to this subsection to the Immigrant Workers Citizenship Project or its successor for its programs and charitable activities in support of naturalized citizenship.
6. If, during a registration year, the holder of license plates issued pursuant to the provisions of this section disposes of the vehicle to which the plates are affixed, the holder shall:
(a) Retain the plates and affix them to another vehicle that meets the requirements of this section if the holder pays the fee for the transfer of the registration and any registration fee or governmental services tax due pursuant to NRS 482.399; or
(b) Within 30 days after removing the plates from the vehicle, return them to the Department.
Sec. 1.7. 1. Except as otherwise provided in this subsection, the Department, in cooperation with Nevada Ducks Unlimited or its successor, shall design, prepare and issue license plates for the support of the conservation of wetlands, using any colors and designs that the Department deems appropriate. The Department shall not design, prepare or issue the license plates unless it receives at least 1,000 applications for the issuance of those plates.
2. If the Department receives at least 1,000 applications for the issuance of license plates for the support of the conservation of wetlands, the Department shall issue those plates for a passenger car or light commercial vehicle upon application by a person who is entitled to license plates pursuant to NRS 482.265 and who otherwise complies with the requirements for registration and licensing pursuant to this chapter. A person may request that personalized prestige license plates issued pursuant to NRS 482.3667 be combined with license plates for the support of the conservation of wetlands if that person pays the fees for the personalized prestige license plates in addition to the fees for the license plates for the support of the conservation of wetlands pursuant to subsections 3 and 4.
3. The fee for license plates for the support of the conservation of wetlands is $35, in addition to all other applicable registration and license fees and governmental services taxes. The license plates are renewable upon the payment of $10.
4. In addition to all other applicable registration and license fees and governmental services taxes and the fee prescribed in subsection 3, a person who requests a set of license plates for the support of the conservation of wetlands must pay for the initial issuance of the plates an additional fee of $25 and for each renewal of the plates an additional fee of $20, to be distributed pursuant to subsection 5.
5. The Department shall deposit the fees collected pursuant to subsection 4 with the State Treasurer for credit to the State General Fund.
κ2003 Statutes of Nevada, Page 3064 (CHAPTER 482, AB 358)κ
The State Treasurer shall, on a quarterly basis, distribute the fees deposited pursuant to this subsection to the Treasurer of Nevada Ducks Unlimited or its successor for use by Nevada Ducks Unlimited or its successor in carrying out:
(a) Projects for the conservation of wetlands that are:
(1) Conducted within Nevada; and
(2) Sponsored or participated in by Nevada Ducks Unlimited or its successor; and
(b) Fundraising activities for the conservation of wetlands that are:
(1) Conducted within Nevada; and
(2) Sponsored or participated in by Nevada Ducks Unlimited or its successor.
6. If, during a registration year, the holder of license plates issued pursuant to the provisions of this section disposes of the vehicle to which the plates are affixed, the holder shall:
(a) Retain the plates and affix them to another vehicle that meets the requirements of this section if the holder pays the fee for the transfer of the registration and any registration fee or governmental services tax due pursuant to NRS 482.399; or
(b) Within 30 days after removing the plates from the vehicle, return them to the Department.
7. As used in this section, wetland has the meaning ascribed to it in NRS 244.388.
Sec. 2. 1. A person may request that the Department design, prepare and issue a special license plate by submitting an application to the Department.
2. An application submitted to the Department pursuant to subsection 1:
(a) Must be on a form prescribed and furnished by the Department;
(b) Must be accompanied by a petition containing the signatures of at least 1,000 persons who wish to obtain the special license plate;
(c) Must specify whether the special license plate being requested is intended to generate financial support for a particular cause or charitable organization and, if so, the name of the cause or charitable organization; and
(d) May be accompanied by suggestions for the design of and colors to be used in the special license plate.
3. The Department may design and prepare a special license plate requested pursuant to subsection 1 if:
(a) The Department determines that the application for that plate complies with subsection 2; and
(b) The Commission on Special License Plates approves the application for that plate pursuant to subsection 5 of section 3 of this act.
4. Except as otherwise provided in section 5 of this act, the Department may issue a special license plate that:
(a) The Department has designed and prepared pursuant to this section;
(b) The Commission on Special License Plates has approved for issuance pursuant to subsection 5 of section 3 of this act; and
(c) Complies with the requirements of subsection 8 of NRS 482.270,for any passenger car or light commercial vehicle upon application by a person who is entitled to license plates pursuant to NRS 482.265 and who otherwise complies with the requirements for registration and licensing pursuant to this chapter.
κ2003 Statutes of Nevada, Page 3065 (CHAPTER 482, AB 358)κ
for any passenger car or light commercial vehicle upon application by a person who is entitled to license plates pursuant to NRS 482.265 and who otherwise complies with the requirements for registration and licensing pursuant to this chapter. A person may request that personalized prestige license plates issued pursuant to NRS 482.3667 be combined with a special license plate issued pursuant to this section if that person pays the fees for personalized prestige license plates in addition to the fees for the special license plate.
5. If, during a registration year, the holder of license plates issued pursuant to the provisions of this section disposes of the vehicle to which the plates are affixed, the holder shall:
(a) Retain the plates and affix them to another vehicle that meets the requirements of this section if the holder pays the fee for the transfer of the registration and any registration fee or governmental services tax due pursuant to NRS 482.399; or
(b) Within 30 days after removing the plates from the vehicle, return them to the Department.
Sec. 3. 1. There is hereby created the Commission on Special License Plates consisting of five Legislators and three nonvoting members as follows:
(a) Five Legislators appointed by the Legislative Commission, one of whom is:
(1) The Legislator who served as the Chairman of the Assembly Standing Committee on Transportation during the most recent legislative session; and
(2) One of whom is the Legislator who served as the Chairman of the Senate Standing Committee on Transportation during the most recent legislative session.
(b) Three nonvoting members consisting of:
(1) The Director of the Department of Motor Vehicles, or his designee.
(2) The Director of the Department of Public Safety, or his designee.
(3) The Director of the Department of Cultural Affairs, or his designee.
2. Each member of the Commission appointed pursuant to paragraph (a) of subsection 1 serves a term of 2 years, commencing on July 1 of each odd-numbered year. A vacancy on the Commission must be filled in the same manner as the original appointment.
3. Members of the Commission serve without salary or compensation for their travel or per diem expenses.
4. The Director of the Legislative Counsel Bureau shall provide administrative support to the Commission.
5. The Commission shall approve or disapprove:
(a) Applications for the design, preparation and issuance of special license plates that are submitted to the Department pursuant to subsection 1 of section 2 of this act; and
(b) The issuance by the Department of special license plates that have been designed and prepared pursuant to section 2 of this act.
In determining whether to approve such an application or issuance, the Commission shall consider, without limitation, whether it would be appropriate and feasible for the Department to, as applicable, design, prepare or issue the particular special license plate.
κ2003 Statutes of Nevada, Page 3066 (CHAPTER 482, AB 358)κ
appropriate and feasible for the Department to, as applicable, design, prepare or issue the particular special license plate.
Sec. 4. 1. The fee for special license plates designed, prepared and issued pursuant to section 2 of this act is $35, in addition to all other applicable registration and license fees and governmental services taxes. The license plates are renewable upon the payment of $10.
2. In addition to all other applicable registration and license fees and governmental services taxes and the fee prescribed in subsection 1, if a special license plate is designed, prepared and issued pursuant to section 2 of this act to generate financial support for a particular cause or charitable organization, a person who requests a set of such license plates must pay for the initial issuance of the plates an additional fee of $25 and for each renewal of the plates an additional fee of $20, to be distributed in the manner described in subsection 3.
3. The Department shall deposit the additional fees collected pursuant to subsection 2 with the State Treasurer for credit to an account created in the State General Fund for the benefit of the particular cause or charitable organization for whose financial benefit the special license plate was created. The Department shall designate an appropriate state agency to administer the account. The state agency designated by the Department to administer the account shall, at least once each quarter, distribute the fees deposited pursuant to this subsection to the particular cause or charitable organization for whose benefit the special license plate was created.
4. Money in an account created pursuant to subsection 3 does not lapse to the State General Fund at the end of a fiscal year. The interest and income earned on money in such an account, after deducting any applicable charges, must be credited to the account.
Sec. 5. 1. As used in this section, special license plate means:
(a) A license plate that the Department has designed and prepared pursuant to section 2 of this act in accordance with the system of application and petition described in that section; and
(b) A license plate approved by the Legislature that the Department has designed and prepared pursuant to NRS 482.3747, 482.37903, 482.37905, 482.37917, 482.379175, 482.37918, 482.37919, 482.3792, 482.3793, 482.37933, 482.37934, 482.37935, 482.37937, 482.37938 or 482.37945 or section 1 of Assembly Bill No. 19 of this session or section 1.3 or 1.7 of this act.
2. Notwithstanding any other provision of law to the contrary, the Department shall not, at any one time, issue more than 25 separate designs of special license plates.
3. Except as otherwise provided in this subsection, on October 1 of each year the Department shall assess the viability of each separate design of special license plate that the Department is currently issuing by determining the total number of validly registered motor vehicles to which that design of special license plate is affixed. The Department shall not determine the total number of validly registered motor vehicles to which a particular design of special license plate is affixed if:
(a) The particular design of special license plate was designed and prepared by the Department pursuant to section 2 of this act; and
(b) On October 1, that particular design of special license plate has been available to be issued for less than 12 months.
κ2003 Statutes of Nevada, Page 3067 (CHAPTER 482, AB 358)κ
4. Except as otherwise provided in subsection 6, if, on October 1, the total number of validly registered motor vehicles to which a particular design of special license plate is affixed is:
(a) In the case of special license plates designed and prepared by the Department pursuant to section 2 of this act, less than 1,000; or
(b) In the case of special license plates authorized directly by the Legislature which are described in paragraph (b) of subsection 1, less than the number of applications required to be received by the Department for the initial issuance of those plates,
the Director shall provide notice of that fact in the manner described in subsection 5.
5. The notice required pursuant to subsection 4 must be provided:
(a) If the special license plate generates financial support for a cause or charitable organization, to that cause or charitable organization.
(b) If the special license plate does not generate financial support for a cause or charitable organization, to an entity which is involved in promoting the activity, place or other matter that is depicted on the plate.
6. If, on December 31 of the same year in which notice was provided pursuant to subsections 4 and 5, the total number of validly registered motor vehicles to which a particular design of special license plate is affixed is:
(a) In the case of special license plates designed and prepared by the Department pursuant to section 2 of this act, less than 1,000; or
(b) In the case of special license plates authorized directly by the Legislature which are described in paragraph (b) of subsection 1, less than the number of applications required to be received by the Department for the initial issuance of those plates,
the Director shall, notwithstanding any other provision of law to the contrary, issue an order providing that the Department will no longer issue that particular design of special license plate. Such an order does not require existing holders of that particular design of special license plate to surrender their plates to the Department and does not prohibit those holders from renewing those plates.
Sec. 6. NRS 482.1805 is hereby amended to read as follows:
482.1805 1. The Revolving Account for the Issuance of Special License Plates is hereby created as a special account in the Motor Vehicle Fund. An amount equal to $35 of the fee received by the Department for the initial issuance of a special license plate, not including any additional fee which may be added to generate financial support for a particular cause or charitable organization, must be deposited in the Motor Vehicle Fund for credit to the Account.
2. The Department shall use the money in the Account to [pay] :
(a) Pay the expenses involved in issuing special license plates [.] ; and
(b) Purchase improved and upgraded technology, including, without limitation, digital technology for the production of special license plates, to ensure that special license plates are produced in the most efficient manner possible.
3. Money in the Account must be used only for the [purpose] purposes specified in subsection 2.
4. At the end of each fiscal year, the State Controller shall transfer from the Account to the State Highway Fund an amount of money equal to the balance in the Account which exceeds $50,000.
κ2003 Statutes of Nevada, Page 3068 (CHAPTER 482, AB 358)κ
Sec. 7. NRS 482.216 is hereby amended to read as follows:
482.216 1. Upon the request of a new vehicle dealer, the Department may authorize the new vehicle dealer to:
(a) Accept applications for the registration of the new motor vehicles he sells and the related fees and taxes;
(b) Issue certificates of registration to applicants who satisfy the requirements of this chapter; and
(c) Accept applications for the transfer of registration pursuant to NRS 482.399 if the applicant purchased from the new vehicle dealer a new vehicle to which the registration is to be transferred.
2. A new vehicle dealer who is authorized to issue certificates of registration pursuant to subsection 1 shall:
(a) Transmit the applications he receives to the Department within the period prescribed by the Department;
(b) Transmit the fees he collects from the applicants and properly account for them within the period prescribed by the Department;
(c) Comply with the regulations adopted pursuant to subsection 4; and
(d) Bear any cost of equipment which is necessary to issue certificates of registration, including any computer hardware or software.
3. A new vehicle dealer who is authorized to issue certificates of registration pursuant to subsection 1 shall not:
(a) Charge any additional fee for the performance of those services;
(b) Receive compensation from the Department for the performance of those services;
(c) Accept applications for the renewal of registration of a motor vehicle; or
(d) Accept an application for the registration of a motor vehicle if the applicant wishes to:
(1) Obtain special license plates pursuant to NRS 482.3667 to 482.3825, inclusive [;] , and sections 1.3, 1.7 and 2 of this act; or
(2) Claim the exemption from the governmental services tax provided pursuant to NRS 361.1565 to veterans and their relations.
4. The Director shall adopt such regulations as are necessary to carry out the provisions of this section. The regulations adopted pursuant to this subsection must provide for:
(a) The expedient and secure issuance of license plates and decals by the Department; and
(b) The withdrawal of the authority granted to a new vehicle dealer pursuant to subsection 1 if that dealer fails to comply with the regulations adopted by the Department.
Sec. 8. NRS 482.270 is hereby amended to read as follows:
482.270 1. Except as otherwise provided in this section or by specific statute, the Director shall order the redesign and preparation of motor vehicle license plates with colors that are predominately blue and silver. The Director may substitute white in place of silver when no suitable material is available.
2. Except as otherwise provided in subsection 3, the Department shall, upon the payment of all applicable fees, issue redesigned motor vehicle license plates pursuant to this section to persons who apply for the registration or renewal of the registration of a motor vehicle on or after January 1, 2001.
κ2003 Statutes of Nevada, Page 3069 (CHAPTER 482, AB 358)κ
3. The Department shall not issue redesigned motor vehicle license plates pursuant to this section to a person who was issued motor vehicle license plates before January 1, 1982, or pursuant to NRS 482.3747, 482.3763, 482.3775, 482.378 or 482.379, without the approval of the person.
4. The Director may determine and vary the size, shape and form and the material of which license plates are made, but each license plate must be of sufficient size to be plainly readable from a distance of 100 feet during daylight. All license plates must be treated to reflect light and to be at least 100 times brighter than conventional painted number plates. When properly mounted on an unlighted vehicle, the license plates, when viewed from a vehicle equipped with standard headlights, must be visible for a distance of not less than 1,500 feet and readable for a distance of not less than 110 feet.
5. Every license plate must have displayed upon it:
(a) The registration number, or combination of letters and numbers, assigned to the vehicle and to the owner thereof;
(b) The name of this state, which may be abbreviated;
(c) If issued for a calendar year, the year; and
(d) If issued for a registration period other than a calendar year, the month and year the registration expires.
6. The letters I and Q must not be used in the designation.
7. Except as otherwise provided in NRS 482.379, all letters and numbers must be of the same size.
8. Each special license plate that is designed, prepared and issued pursuant to section 2 of this act must be designed and prepared in such a manner that:
(a) The left-hand one-third of the plate is the only part of the plate on which is displayed any design or other insignia that is suggested pursuant to paragraph (d) of subsection 2 of that section; and
(b) The remainder of the plate conforms to the requirements for coloring, lettering and design that are set forth in this section.
Sec. 9. NRS 482.500 is hereby amended to read as follows:
482.500 1. Except as otherwise provided in subsection 2 or 3, whenever upon application any duplicate or substitute certificate of registration, decal or number plate is issued, the following fees must be paid:
For a certificate of registration............................................................ $5.00
For every substitute number plate or set of plates............................. 5.00
For every duplicate number plate or set of plates........................... 10.00
For every decal displaying a county name.......................................... .50
For every other decal, license plate sticker or tab.............................. 5.00
2. The following fees must be paid for any replacement plate or set of plates issued for the following special license plates:
(a) For any special plate issued pursuant to NRS 482.3667, 482.3672, 482.3675, 482.370 to 482.376, inclusive, or 482.379 to 482.3816, inclusive, and sections 1.3, 1.7 and 2 of this act, a fee of $10.
(b) For any special plate issued pursuant to NRS 482.368, 482.3765, 482.377 or 482.378, a fee of $5.
(c) Except as otherwise provided in NRS 482.37937 and 482.37945, for any souvenir license plate issued pursuant to NRS 482.3825 or sample license plate issued pursuant to NRS 482.2703, a fee equal to that established by the Director for the issuance of those plates.
κ2003 Statutes of Nevada, Page 3070 (CHAPTER 482, AB 358)κ
3. A fee must not be charged for a duplicate or substitute of a decal issued pursuant to NRS 482.37635.
4. The fees which are paid for duplicate number plates and decals displaying county names must be deposited with the State Treasurer for credit to the Motor Vehicle Fund and allocated to the Department to defray the costs of duplicating the plates and manufacturing the decals.
5. As used in this section:
(a) Duplicate number plate means a license plate or a set of license plates issued to a registered owner which repeat the code of a plate or set of plates previously issued to the owner to maintain his registration using the same code.
(b) Substitute number plate means a license plate or a set of license plates issued in place of a previously issued and unexpired plate or set of plates. The plate or set of plates does not repeat the code of the previously issued plate or set.
Sec. 10. On or before July 1, 2005, the Department of Motor Vehicles shall determine and publicly declare the number of applications it has received for the issuance of license plates:
1. Pursuant to section 1.3 of this act; and
2. Pursuant to section 1.7 of this act.
Sec. 11. 1. This section and section 6 of this act become effective upon passage and approval.
2. Sections 1 to 5, inclusive, 7, 8 and 9 of this act become effective on July 1, 2003.
3. Section 1.3 of this act expires by limitation on July 1, 2005, if on that date the Department of Motor Vehicles has received fewer than 1,000 applications for the issuance of license plates pursuant to that section.
4. Section 1.7 of this act expires by limitation on July 1, 2005, if on that date the Department of Motor Vehicles has received fewer than 1,000 applications for the issuance of license plates pursuant to that section.
________
Assembly Bill No. 474Committee on Ways and Means
CHAPTER 483
AN ACT relating to wild horses; revising provisions governing payment of the expenses of the Commission for the Preservation of Wild Horses from money in the Heil Trust Fund for Wild Horses; and providing other matters properly relating thereto.
[Approved: June 11, 2003]
THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN
SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:
Section 1. NRS 504.450 is hereby amended to read as follows:
504.450 1. There is hereby created as a trust fund, the Heil Trust Fund for Wild Horses. The Fund is a continuing fund without reversion. All money received from the Heil Trust, and all money from any other source designated for deposit in the Fund, must be deposited in that Fund. The Director shall administer the Fund.
κ2003 Statutes of Nevada, Page 3071 (CHAPTER 483, AB 474)κ
2. The money in the Fund must be invested as other money of the State is invested. All interest earned on the deposit or investment of the money in the Fund must be credited to that Fund.
3. The Director shall authorize the expenditure of the interest and principal of the Fund but the principal of the Fund must not be reduced to less than $900,000, unless the expenditure is approved by the Legislature, if it is in session, or the Interim Finance Committee. Claims against the Fund must be paid as other claims against the State are paid.
4. The expenses of the Commission must be paid from [the interest earned on the deposit or investment of the money in] the Fund.
Sec. 2. This act becomes effective upon passage and approval.
________
Senate Bill No. 137Committee on Legislative Affairs and Operations
CHAPTER 484
AN ACT relating to persons with disabilities; establishing a Legislative Committee on Persons With Disabilities; prescribing the powers and duties of the Committee; requiring the Department of Human Resources to submit certain reports to the Committee; providing for the prospective expiration of the Committee; and providing other matters properly relating thereto.
[Approved: June 11, 2003]
THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN
SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:
Section 1. Chapter 218 of NRS is hereby amended by adding thereto the provisions set forth as sections 2 to 8, inclusive, of this act.
Sec. 2. As used in sections 2 to 8, inclusive, of this act, Committee means the Legislative Committee on Persons With Disabilities.
Sec. 3. 1. There is hereby established a Legislative Committee on Persons With Disabilities consisting of three members of the Senate and three members of the Assembly, appointed by the Legislative Commission. The members must be appointed with appropriate regard for their experience with and knowledge of matters relating to persons with disabilities.
2. The members of the Committee shall select a Chairman and a Vice Chairman from among their members. The Chairman must be elected from one house of the Legislature and the Vice Chairman from the other house. After the initial selection of a Chairman and a Vice Chairman, each of those officers holds office for a term of 2 years commencing on July 1 of each odd-numbered year. If a vacancy occurs in the chairmanship or vice chairmanship, the members of the Committee shall select a replacement for the remainder of the unexpired term.
3. Any member of the Committee who is not a candidate for reelection or who is defeated for reelection continues to serve until the next session of the Legislature convenes.
κ2003 Statutes of Nevada, Page 3072 (CHAPTER 484, SB 137)κ
4. Vacancies on the Committee must be filled in the same manner as original appointments.
Sec. 4. 1. The members of the Committee shall meet throughout each year at the times and places specified by a call of the Chairman or a majority of the Committee.
2. The Director of the Legislative Counsel Bureau or his designee shall act as the nonvoting recording Secretary.
3. The Committee shall prescribe regulations for its own management and government.
4. Except as otherwise provided in subsection 5, four members of the Committee constitute a quorum, and a quorum may exercise all the powers conferred on the Committee.
5. Any recommended legislation proposed by the Committee must be approved by a majority of the members of the Senate and by a majority of the members of the Assembly appointed to the Committee.
6. Except during a regular or special session of the Legislature, the members of the Committee are entitled to receive the compensation provided for a majority of the members of the Legislature during the first 60 days of the preceding regular session, the per diem allowance provided for state officers and employees generally and the travel expenses provided pursuant to NRS 218.2207 for each day or portion of a day of attendance at a meeting of the Committee and while engaged in the business of the Committee. The salaries and expenses paid pursuant to this subsection and the expenses of the Committee must be paid from the Legislative Fund.
Sec. 5. The Committee may:
1. Study and comment on issues related to persons with disabilities in this state, including, without limitation:
(a) Programs for the provision of services to persons with disabilities in this state;
(b) Methods to enhance such programs and to ensure that persons with disabilities are receiving services in the most appropriate setting;
(c) Federal and state laws concerning persons with disabilities;
(d) The availability of useful information and data as needed for the State of Nevada to effectively make decisions, plan budgets and monitor costs and outcomes of services provided to persons with disabilities;
(e) Methods to increase the availability of such information and data;
(f) Compliance with federal requirements which affect persons with disabilities; and
(g) Any other matters that, in the determination of the Committee, affect persons with disabilities.
2. Conduct investigations and hold hearings in connection with its powers pursuant to this section.
3. Direct the Legislative Counsel Bureau to assist in the study of issues related to persons with disabilities in this state.
4. Recommend to the Legislature, as a result of its study, any appropriate legislation.
Sec. 6. 1. In conducting the investigations and hearings of the Committee:
(a) The Secretary of the Committee or, in his absence, any member of the Committee may administer oaths.
(b) The Secretary or Chairman of the Committee may cause the deposition of witnesses, residing either within or outside of the State, to be taken in the manner prescribed by rule of court for taking depositions in civil actions in the district courts.
κ2003 Statutes of Nevada, Page 3073 (CHAPTER 484, SB 137)κ
taken in the manner prescribed by rule of court for taking depositions in civil actions in the district courts.
(c) The Chairman of the Committee may issue subpoenas to compel the attendance of witnesses and the production of books and papers.
2. If any witness refuses to attend or testify or produce any books and papers as required by the subpoena, the Chairman of the Committee may report to the district court by petition, setting forth that:
(a) Due notice has been given of the time and place of attendance of the witness or the production of the books and papers;
(b) The witness has been subpoenaed by the Committee pursuant to this section; and
(c) The witness has failed or refused to attend or produce the books and papers required by the subpoena before the Committee which is named in the subpoena, or has refused to answer questions propounded to him,
and asking for an order of the court compelling the witness to attend and testify or produce the books and papers before the Committee.
3. Upon such a petition, the court shall enter an order directing the witness to appear before the court at a time and place to be fixed by the court in its order, the time to be not more than 10 days after the date of the order, and to show cause why he has not attended or testified or produced the books or papers before the Committee. A certified copy of the order must be served upon the witness.
4. If it appears to the court that the subpoena was regularly issued by the Committee, the court shall enter an order that the witness appear before the Committee at the time and place fixed in the order and testify or produce the required books or papers. Failure to obey the order constitutes contempt of court.
Sec. 7. Each witness who appears before the Committee by its order, except a state officer or employee, is entitled to receive for his attendance the fees and mileage provided for witnesses in civil cases in the courts of record of this state. The fees and mileage must be audited and paid upon the presentation of proper claims sworn to by the witness and approved by the Secretary and Chairman of the Committee.
Sec. 7.5. 1. There is hereby established an advisory committee to the Committee consisting of:
(a) The Superintendent of Public Instruction;
(b) The Administrator of the Aging Services Division of the Department of Human Resources;
(c) The Chief of the Bureau of Vocational Rehabilitation of the Rehabilitation Division of the Department of Employment, Training and Rehabilitation;
(d) The Chief of the Bureau of Services to the Blind and Visually Impaired of the Rehabilitation Division of the Department of Employment, Training and Rehabilitation; and
(e) Any persons appointed by the Chairman of the Committee pursuant to subsection 2.
2. The Chairman of the Committee shall appoint representatives from local advocacy and provider groups to serve on the advisory committee, as the Chairman deems necessary.
3. Each member of the advisory committee described in paragraph (a), (b), (c) or (d) of subsection 1 may designate a representative to serve in his place on the advisory committee or to replace him at a meeting of the Committee or the advisory committee.
κ2003 Statutes of Nevada, Page 3074 (CHAPTER 484, SB 137)κ
his place on the advisory committee or to replace him at a meeting of the Committee or the advisory committee.
4. Each member of the advisory committee who is not an officer or employee of the State serves without compensation and is not entitled to receive a per diem allowance or travel expenses.
5. Each member of the advisory committee who is an officer or employee of the State must be relieved from his duties without loss of his regular compensation so that he may attend meetings of the Committee or the advisory committee and is entitled to receive the per diem allowance and travel expenses provided for state officers and employees generally, which must be paid by the state agency that employs him.
Sec. 8. On or before July 1 of each even-numbered year or October 1 of each odd-numbered year, the Department of Human Resources shall submit a report to the Committee. The report must include, without limitation, information relating to:
1. The expansion of the program established pursuant to NRS 422.2715;
2. The progress made by the Department toward the goal of equitably providing, by January 1, 2008, comprehensive health care coverage to each person with a disability who by virtue of becoming employed has established an income that is above the federally designated level signifying poverty and who is unable to obtain the health insurance coverage he needs from a source other than a program of public assistance; and
3. The impact of assessments made of persons with disabilities pursuant to the comprehensive long-term Strategic Plan for Persons with Disabilities prepared by the Task Force on Disability to determine if they are living in an unnecessarily restrictive residential environment, including, without limitation, any savings in costs that resulted from those assessments.
Sec. 9. 1. The Department of Human Resources shall examine the feasibility of amending the State Plan for Medicaid to authorize money to be paid as Medicaid benefits to cover the costs of community-based services for a person if:
(a) The person is assessed and determined to be living in an unnecessarily restrictive residential environment;
(b) The person relocates from a facility for skilled nursing or a facility for intermediate care to a community-based setting; and
(c) Money paid as Medicaid benefits was used to cover the costs of the care of that person while the person resided in the facility for skilled nursing or the facility for intermediate care.
2. On or before July 1, 2004, the Department shall submit to the Legislative Committee on Persons With Disabilities a report relating to the results of the examination conducted pursuant to subsection 1.
3. As used in this section:
(a) Facility for intermediate care has the meaning ascribed to it in NRS 449.0038.
(b) Facility for skilled nursing has the meaning ascribed to it in NRS 449.0039.
Sec. 10. 1. The Legislative Committee on Persons With Disabilities shall conduct a study for the purpose of establishing an Interagency Transition Plan concerning the transition from school to work for pupils with disabilities and to study ways to more fully implement the Americans with Disabilities Act of 1990, 42 U.S.C. §§ 12101 et seq.,
κ2003 Statutes of Nevada, Page 3075 (CHAPTER 484, SB 137)κ
disabilities and to study ways to more fully implement the Americans with Disabilities Act of 1990, 42 U.S.C. §§ 12101 et seq., in Nevada and to study the facilitation of the use of service animals in this state.
2. The study must, without limitation:
(a) Include a review of programs available for pupils with disabilities in the secondary school environment, including a review of the outcomes for such pupils after exiting school, as a means of determining costs and potential savings for such programs;
(b) Identify gaps in services that may exist for pupils with disabilities who are transitioning out of school into the workforce and develop strategies for narrowing these gaps, including postsecondary education, vocational training, integrated employment, continuing and adult education, adult services, independent living and community participation; and
(c) Determine ways of better implementing the provisions of the Individuals with Disabilities Education Act, 20 U.S.C. §§ 1400 et seq., and the Americans with Disabilities Act, 42 U.S.C. §§ 12101 et seq., for the benefit of the residents of the State of Nevada, including appropriate access for persons with disabilities and facilitating the use of service animals.
3. The Legislative Committee on Persons With Disabilities shall establish an Interagency Transition Plan for the purpose of facilitating the transition from school to work for pupils with disabilities.
4. The Legislative Committee on Persons With Disabilities shall submit a copy of the Interagency Transition Plan established pursuant to subsection 3 and a report of the results of the study conducted pursuant to subsection 1 and any recommendations for legislation to the 73rd Session of the Nevada Legislature.
Sec. 11. This act becomes effective on July 1, 2003, and expires by limitation on June 30, 2007.
________
κ2003 Statutes of Nevada, Page 3076κ
Senate Bill No. 436Committee on Judiciary
CHAPTER 485
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.
[Approved: June 11, 2003]
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.
κ2003 Statutes of Nevada, Page 3077 (CHAPTER 485, SB 436)κ
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.
(c) Directors and trustees are synonymous terms.
(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.
κ2003 Statutes of Nevada, Page 3078 (CHAPTER 485, SB 436)κ
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.
(c) Pay a filing fee of $150 to the Secretary of State.
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 corporations 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.
κ2003 Statutes of Nevada, Page 3079 (CHAPTER 485, SB 436)κ
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.
(c) May at any time exercise those rights, privileges and powers, 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.
(c) To make contracts.
(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.
κ2003 Statutes of Nevada, Page 3080 (CHAPTER 485, SB 436)κ
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.
κ2003 Statutes of Nevada, Page 3081 (CHAPTER 485, SB 436)κ
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
(c) The new address to which the resident agency will be 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.
κ2003 Statutes of Nevada, Page 3082 (CHAPTER 485, SB 436)κ
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
(c) A stock ledger or a duplicate stock ledger, revised annually, 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.
κ2003 Statutes of Nevada, Page 3083 (CHAPTER 485, SB 436)κ
[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.
κ2003 Statutes of Nevada, Page 3084 (CHAPTER 485, SB 436)κ
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 preparers or presenters professional or expert competence; or
(c) A committee on which the director or officer relying thereon does not serve, established in accordance with NRS 78.125, as to matters within the committees 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 corporations employees, suppliers, creditors and customers;
(b) The economy of the State and Nation;
(c) The interests of the community and of society; and
(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.
κ2003 Statutes of Nevada, Page 3085 (CHAPTER 485, SB 436)κ
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
(c) The vote or votes of a common or interested director are 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.
(c) The fact of the common directorship, office or financial 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.
κ2003 Statutes of Nevada, Page 3086 (CHAPTER 485, SB 436)κ
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.
κ2003 Statutes of Nevada, Page 3087 (CHAPTER 485, SB 436)κ
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;
(c) Entitle the stockholders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative or partially cumulative;
κ2003 Statutes of Nevada, Page 3088 (CHAPTER 485, SB 436)κ
(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).
κ2003 Statutes of Nevada, Page 3089 (CHAPTER 485, SB 436)κ
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; or
(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
(c) [Execute] Sign and deliver registered or bearer scrip over the manual or facsimile signature of an officer of the corporation or of its agent for that purpose, exchangeable as provided on the scrip for full share certificates, but the scrip does not entitle the holder to any rights as a stockholder except as provided on the scrip. The scrip may provide that it becomes void unless the rights of the holders are exercised within a specified period and may contain any other provisions or conditions that the corporation deems advisable. Whenever any scrip ceases to be exchangeable for full share certificates, the shares that would otherwise have been issuable as provided on the scrip are deemed to be treasury shares unless the scrip contains other provisions for their disposition.
3. The provisions of this section do not prevent a person who holds a fractional share from disputing the appraised value of a share pursuant to NRS 92A.300 to 92A.500, inclusive, if the person is otherwise entitled to exercise such rights.
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.
κ2003 Statutes of Nevada, Page 3090 (CHAPTER 485, SB 436)κ
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
κ2003 Statutes of Nevada, Page 3091 (CHAPTER 485, SB 436)κ
(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 subscribers 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 subscribers last known address. If any of the subscribers 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.
κ2003 Statutes of Nevada, Page 3092 (CHAPTER 485, SB 436)κ
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 subscribers 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 subscribers 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 stockholders 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:
κ2003 Statutes of Nevada, Page 3093 (CHAPTER 485, SB 436)κ
(a) Is entitled to costs and reasonable attorneys 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 directors 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.
κ2003 Statutes of Nevada, Page 3094 (CHAPTER 485, SB 436)κ
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.
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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.
κ2003 Statutes of Nevada, Page 3096 (CHAPTER 485, SB 436)κ
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.
κ2003 Statutes of Nevada, Page 3097 (CHAPTER 485, SB 436)κ
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;
(c) By a posting on an electronic network together with separate notice to the stockholder of the specific posting, upon the later of:
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(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.
κ2003 Statutes of Nevada, Page 3099 (CHAPTER 485, SB 436)κ
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;
(c) States that the effectiveness of the certificate has been terminated;
(d) Is signed by at least two-thirds of the board of directors of the corporation; and
(e) Is accompanied by the fee required pursuant to NRS 78.765.
4. This section does not permit the insertion of any matter not in conformity with this chapter.
Sec. 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.
(c) By increasing, decreasing or reclassifying its authorized 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.
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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.
(c) The certificate so signed must be filed with the Secretary of 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.
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7. If a certificate filed pursuant to subsection 1 specifies an effective date and if the resolution of the stockholders approving the proposed amendment provides that the board of directors may abandon the proposed amendment pursuant to subsection 5, the board of directors may terminate the effectiveness of the certificate by resolution and by filing a certificate of termination with the Secretary of State that:
(a) Is filed before the effective date specified in the certificate filed pursuant to subsection 1;
(b) Identifies the certificate being terminated;
(c) States that, pursuant to the resolution of the stockholders, the board of directors is authorized to terminate the effectiveness of the certificate;
(d) States that the effectiveness of the certificate has been terminated;
(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
(c) The name and address of the resident agent.
4. Whenever a corporation is required to file a certified copy of its articles, in lieu thereof it may file a certified copy of the most recent certificate restating its articles as amended, subject to the provisions of subsection 2, together with certified copies of all certificates of amendment filed subsequent to the restated articles and certified copies of all certificates supplementary to the original articles.
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 corporations articles of incorporation provide otherwise.
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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 corporations 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 [stockholders 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 stockholders date of acquiring shares] is approved by the board of directors of the resident domestic corporation before [that date.]
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stockholders 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 [stockholders 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 [stockholders 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 [stockholders 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.
κ2003 Statutes of Nevada, Page 3104 (CHAPTER 485, SB 436)κ
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 [stockholders 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 [stockholders 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.
κ2003 Statutes of Nevada, Page 3105 (CHAPTER 485, SB 436)κ
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 [stockholders 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 [stockholders 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 corporations 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.
κ2003 Statutes of Nevada, Page 3106 (CHAPTER 485, SB 436)κ
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.
κ2003 Statutes of Nevada, Page 3107 (CHAPTER 485, SB 436)κ
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 corporations 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.
κ2003 Statutes of Nevada, Page 3108 (CHAPTER 485, SB 436)κ
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.
κ2003 Statutes of Nevada, Page 3109 (CHAPTER 485, SB 436)κ
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:
κ2003 Statutes of Nevada, Page 3110 (CHAPTER 485, SB 436)κ
(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.
(c) A requirement by a state or the United States that a [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 register the transfer of stock which has been wrongfully transferred as provided by NRS 78A.050 or commencing a proceeding under subsection 2.
κ2003 Statutes of Nevada, Page 3111 (CHAPTER 485, SB 436)κ
a close corporation, including the refusal to register the transfer of stock which has been wrongfully transferred 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.
(c) Enjoin or set aside any transfer or threatened transfer of 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.
κ2003 Statutes of Nevada, Page 3112 (CHAPTER 485, SB 436)κ
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.
κ2003 Statutes of Nevada, Page 3113 (CHAPTER 485, SB 436)κ
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;
κ2003 Statutes of Nevada, Page 3114 (CHAPTER 485, SB 436)κ
(c) Maintaining accounts in banks or credit unions;
(d) Maintaining offices or agencies for the transfer, exchange and registration of the corporations 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
κ2003 Statutes of Nevada, Page 3115 (CHAPTER 485, SB 436)κ
(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 corporations 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.
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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.
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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 corporations 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.
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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.
(c) The name of the person designated as the resident agent, the street address for service of process, and the mailing address if different from the street address.
(d) The term for which it is to exist, which may be perpetual.
(e) The 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.
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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.
(c) The number of the officers, if any, other than the directors, and their term of office, the mode of removal, and the method of filling a vacancy.
(d) The mode and manner of conducting business.
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(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 members 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.
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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.
(c) Pay a filing fee of $25 to the Secretary of State.
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.
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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.
(c) If there are members or stockholders entitled to vote thereon, 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.
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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.
(c) A statement by the corporation that since the expiration of its 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 corporations existence continues from the date of expiration of the original term, with all the corporations 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.
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2. The name of the person designated as the corporations 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;
(c) If the corporation has members, a members ledger or a 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.
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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;
(c) To sell to any person; or
(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.
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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 attorneys 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
(c) For any other purpose not related to his interest as a member 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.
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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 agents 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.
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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
(c) Specify the time by which a ballot must be received by the 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.
(c) By changing the name of the corporation.
(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 corporations articles, if the original articles were [executed] signed and filed at the time of making the amendment.
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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 corporations 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.
(c) Upon approval of the amendment by the directors, or if the corporation has members entitled to vote on an amendment to the articles, by both the directors and those members, and such other persons or public officers, if any, as are required to do so by the articles, [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.
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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
(c) The name and address of the resident agent.
4. Whenever a corporation is required to file a certified copy of its articles, in lieu thereof it may file a certified copy of the most recent certificate restating its articles as amended, subject to the provisions of subsection 2, together with certified copies of all certificates of amendment filed after the restated articles and certified copies of all certificates supplementary to the original articles.
Sec. 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.
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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.
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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.
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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:
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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;
(c) Maintaining accounts in banks or credit unions;
(d) Maintaining offices or agencies for the transfer, exchange and registration of the companys 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.
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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:
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if the broadcast studio or origin of the source of transmission is located within the State, unless:
(a) The program or communication is syndicated and distributed from outside this state for redistribution to the general public in this state;
(b) The program is supplied by a radio, television or other electronic network whose electronic signal originates outside this state for redistribution to the general public in this state;
(c) The program or communication is an electronic signal that originates outside this state and is captured for redistribution to the general public in this state by a community antenna or cable, radio, cable television or other electronic system; or
(d) The program or communication consists of an electronic signal which originates within this state, but which is not intended for redistribution to the general public in this state.
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;
(c) The name and [post office] mailing or street address, either residence or business, of each of the organizers [executing] signing the articles; and
(d) If the company is to be managed by:
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(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
(c) Any of the powers enumerated in this chapter.
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.
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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
(c) The amendment to the articles of organization.
3. The certificate of amendment must be signed by a manager of the company or, if management is not vested in a manager, by a member.
4. Restated articles of organization may be [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;
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(b) Identifies the certificate being terminated;
(c) States that, pursuant to the resolution of the members, the manager of the company or, if management is not vested in a manager, a designated member is authorized to terminate the effectiveness of the certificate;
(d) States that the effectiveness of the certificate has been terminated;
(e) Is signed by a manager of the company or, if management is not vested in a manager, a designated member; and
(f) Is accompanied by a filing fee of $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
(c) Copies of any then effective operating agreement of the 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 agents 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.
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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 companys 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.
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Sec. 157. NRS 86.483 is hereby amended to read as follows:
86.483 A [member who owns a members 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 members 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;
(c) Filing the articles of dissolution of a domestic or foreign company, $60;
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(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.
(c) Pay a filing fee of $150 to the Secretary of State.
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.
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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.
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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 partners 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.
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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.
(c) The name of the person designated as the partnerships 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.
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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.
(c) Pay a filing fee of $150 to the Secretary of State.
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.
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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;
(c) Maintaining accounts in banks or credit unions;
(d) Maintaining offices or agencies for the transfer, exchange and registration of the companys 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:
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(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;
(c) The program or communication is an electronic signal that originates outside this state and is captured for redistribution to the general public in this state by a community antenna or cable, radio, cable television or other electronic system; or
κ2003 Statutes of Nevada, Page 3149 (CHAPTER 485, SB 436)κ
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 partners 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.
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[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;
(c) Any foreign limited partnership intending to register in this 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.
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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;
(c) Copies of the limited partnerships federal, state, and local 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 partners 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;
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(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.
(c) Pay a filing fee of $150 to the Secretary of State.
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;
(c) The name and the business address of each general partner;
(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
(c) The continuation of the business under NRS 88.550 after an event of withdrawal of a general partner.
3. A general partner who becomes aware that any statement in a certificate of limited partnership was false when made or that any arrangements or other facts described, except the address of its office or the name or address of its resident agent, have changed, making the certificate inaccurate in any respect, shall promptly amend the certificate.
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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
(c) A certificate of cancellation must be signed by all general partners.
2. Any person may sign a certificate by an attorney in fact, but a power of attorney to sign a certificate relating to the admission of a general partner must specifically describe the admission.
3. The [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.
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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:
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(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
(c) By the limited partnership with the consent of all of the 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.
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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;
(c) The name of the person designated as the resident agent for the business trust, the street address of the resident agent where process may be served upon the business trust and the mailing address of the resident agent if different from the street address;
(d) The name and [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:
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(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
(c) The new address to which his office is transferred and at 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
(c) The name and street address of the new resident agent.
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.
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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:
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(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.
(c) Pay a filing fee of $150 to the Secretary of State.
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.
(c) The members of the association are employees of the 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.
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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.
(c) Except as otherwise provided in paragraph (d) of this 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.
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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. Assn 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
(c) Certifying that all members who are not licensed to render professional service in this state do not render professional service on behalf of the association except as authorized by law.
3. Each statement filed pursuant to this section must be:
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(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.
(c) Accompanied by a declaration under penalty of perjury that 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.
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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;
(c) The issuer has registered a class of equity securities under 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;
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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;
(c) 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; 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.
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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;
(c) If the Administrator requests and subject to the provisions of 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
(c) A statement of the maximum and minimum proposed 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.
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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 registrants 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;
(c) With respect to persons covered by paragraph (b), the 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;
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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 finders 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 finders 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;
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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 issuers 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 issuers 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:
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(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
(c) The registrant has not requested that effectiveness be 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 registrants 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.
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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);
(c) Payment pursuant to a sale; or
(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 registrants 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.
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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;
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(c) At the time of the transaction, a recognized securities manual designated by the Administrator by regulation or order contains the names of the issuers 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;
(c) No commission or other similar compensation is paid or 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
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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;
(c) The number of offers does not exceed 50;
(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;
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(b) A registration statement, if required, has been filed under this chapter, but is not effective; and
(c) No order denying, suspending or revoking the effectiveness 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
(c) Each purchaser may buy for his own account only.
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.
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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
(c) The conditions described in subsection 18 are fulfilled.
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.
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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.
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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;
(c) Holding a joint administrative hearing;
(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 agencys 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 Administrators 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.
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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:
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(a) Making joint examinations or investigations;
(b) Holding joint administrative hearings;
(c) Filing and prosecuting joint litigation;
(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 purchasers 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.
(c) A commodity contract solely between persons engaged in 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.
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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
(c) The appropriate court of the state having jurisdiction over the 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.
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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;
(c) The terms and conditions of the merger; and
(d) The manner and basis of converting the owners interests of each constituent entity into owners interests, rights to purchase owners 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;
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(b) Address of the constituent entity and the resulting entity;
(c) Jurisdiction of the law that governs the constituent 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 owners interest or the interest of a partner in a general partnership of the constituent entity into owners 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.
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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 owners 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 owners interest to be acquired for owners interests, rights to purchase owners interests, or other securities of the acquiring entity or any other entity, or for cash or other property in whole or in part; or
(b) Alter or change any of the terms and conditions of the plan of merger, conversion or exchange in a manner that adversely affects the stockholders of the domestic corporation.
[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 owners 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 owners interests will be acquired is a domestic entity, whether or not an exchange of owners interests is permitted by the law of the jurisdiction under whose law the acquiring entity is organized;
(c) The foreign entity complies with NRS 92A.200 to 92A.240, 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
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(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 owners 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 owners interests entitled to vote separately on the plan; and
(2) Either the total number of votes or percentage of owners 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 owners interests cast for the plan separately by the owners of each class,
and the number of votes or percentage of owners interests cast for the plan by the owners of each class of interests was sufficient for approval by the owners of that class;]
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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;
(c) An amended and restated certificate of limited partnership; or
(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.
(c) A certificate of acceptance of appointment of a resident 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;
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(b) That a plan of conversion has been adopted by the constituent entity in compliance with the laws of this state; and
(c) The address of the resulting entity where copies of process 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 [.
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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;
(c) Name and type of domestic entity as set forth in its [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.
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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.
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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 owners interests will be acquired, if his shares are to be acquired in the plan of exchange.
(c) Any corporate action taken pursuant to a vote of the stockholders to the [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 dissenters 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 dissenters notice for this certification; and
(c) Deposit his certificates, if any, in accordance with the terms 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 dissenters notice, is not entitled to payment for his shares under this chapter.
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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 buyers 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 assessors 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 assessors 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 assessors 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.
κ2003 Statutes of Nevada, Page 3191 (CHAPTER 485, SB 436)κ
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;
(c) A general partnership:
(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.
κ2003 Statutes of Nevada, Page 3192 (CHAPTER 485, SB 436)κ
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.
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