[Rev. 2/6/2019 2:09:08 PM]
κ2011 Statutes of Nevada, Page 2763κ
Senate Bill No. 405Committee on Judiciary
CHAPTER 455
[Approved: June 16, 2011]
AN ACT relating to business entities; revising provisions governing the manner in which business entities send and receive notices and communications; providing that certain nonprofit entities are exempt from the requirement to obtain a state business license; revising provisions governing the information included in a certificate of change in the number of an authorized class or series of shares; revising provisions governing restrictions on transfers of stock; authorizing a stockholder of a corporation to designate a proxy to consent or dissent in writing to a corporate action; revising provisions governing notice of a meeting of stockholders of a corporation, certain transactions between certain domestic corporations and interested stockholders and the dissolution of a corporation; revising provisions governing indemnification and advancement of expenses by a corporation under certain circumstances; reducing the maximum amount of the fee for filing with the Secretary of State certain instruments authorizing an increase in the stock of a corporation; revising provisions governing corporate records; revising provisions governing corporations organized under the law of a different jurisdiction; revising provisions governing the rights of a judgment creditor to satisfy a judgment out of the debtors ownership interest in certain business entities; revising provisions governing mergers and conversions of certain business entities; revising provisions related to the right of dissent to certain corporate actions; revising provisions governing the time at which certain documents filed with the Secretary of State become effective; revising provisions governing business trusts; and providing other matters properly relating thereto.
Legislative Counsels Digest:
Sections 1-11, 16-19, 24-26, 58, 64, 72, 78, 92-94 and 102 of this bill revise provisions governing corporate records and the manner in which business entities sign, deliver and receive notices and communications based on proposed changes to the Model Business Corporation Act, the Uniform Electronic Transactions Act and the federal Electronic Signatures in Global and National Commerce Act which relate to electronic records and notices.
Section 12 of this bill clarifies that a nonprofit religious, charitable, fraternal or other organization that qualifies as a tax-exempt organization under section 501(c) of the Internal Revenue Code is not required to obtain a state business license.
Existing law restricts mergers and certain other transactions between certain domestic corporations with 200 or more stockholders and any stockholder which has acquired a specified amount of stock. (NRS 78.411-78.444) Under existing law, the corporation is prohibited from engaging in such a transaction with the stockholder for 3 years after the stockholder acquired the specified amount of stock, unless certain actions are taken by the board of directors of the corporation before the stockholder acquires the stock. (NRS 78.438) After the 3-year period, any such merger or transaction between the corporation and the stockholder is prohibited unless: (1) certain actions are taken by the board of directors or other stockholders; or (2) certain requirements concerning the consideration received by the other stockholders are satisfied. (NRS 78.439-78.443) Sections 14, 16 and 30-48 of this bill: (1) decrease the applicable period from 3 years to 2 years; (2) amend provisions governing the type of corporation to which the restrictions apply; (3) amend the requirements for the merger or other transaction between the corporation and the stockholder; (4) allow the articles of incorporation of the corporation to impose stricter requirements on such transactions; and (5) specify that the board of directors of a corporation to which the existing law is applicable may take certain actions to protect the interests of the corporation and its stockholders.
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the applicable period from 3 years to 2 years; (2) amend provisions governing the type of corporation to which the restrictions apply; (3) amend the requirements for the merger or other transaction between the corporation and the stockholder; (4) allow the articles of incorporation of the corporation to impose stricter requirements on such transactions; and (5) specify that the board of directors of a corporation to which the existing law is applicable may take certain actions to protect the interests of the corporation and its stockholders.
Existing law provides for an effective date of certain documents filed with the Secretary of State. (NRS 78.1955, 78.209, 78.380, 78.390, 78.403, 78.580, 78A.180, 82.346, 82.356, 82.371, 82.451, 86.201, 86.216, 86.221, 86.226, 86.541, 86.547, 87.460, 87A.240, 87A.605, 87A.630, 88.355, 88.360, 88.380, 88.595, 88A.250, 88A.420, 88A.740, 92A.240) Sections 20, 21, 27-29, 49, 55, 59-62, 65-68, 70, 71, 73, 74, 76, 77, 79-81, 83, 87, 90, 91 and 98 of this bill provide for a time at which these documents become effective.
Existing law provides that a change in the authorized number of shares of a class or series of stock is not effective until the filing of a certificate of change in the Office of the Secretary of State. (NRS 78.209) Section 21 of this bill provides that the information concerning the shares which is included in the certificate must be only the information regarding the affected series or class of shares.
Section 22 of this bill revises provisions governing permissible restrictions on the transfer of stock of a corporation or on the amount of stock that may be owned by a person or group of persons by clarifying and specifically delineating certain additional restrictions on these transfers of stock.
Section 23 of this bill specifically authorizes a stockholder to designate a proxy to act for the stockholder in granting written consent or expressing written dissent to a corporate action.
Section 25 of this bill: (1) removes the requirement that the notice of a meeting of stockholders be signed by a corporate officer or certain other persons designated by the directors of the corporation; and (2) removes the requirement that notice of the annual meeting of stockholders state the purpose for which the meeting is called.
Existing law provides procedures for the dissolution of a corporation and provides that, upon dissolution, the board of directors become trustees with the power to take certain actions to wind up the business and affairs of the corporation. (NRS 78.575-78.595) Section 49 of this bill: (1) authorizes the board of directors to condition the submission of the proposal for dissolution on any lawful basis; and (2) revises the requirements for providing notice to stockholders of the proposed dissolution by requiring such notice to be provided to all stockholders rather than only stockholders entitled to vote on the dissolution. Section 51 of this bill provides that, in acting as trustees to wind up the affairs of the dissolved corporation, the directors have the same duties, and are entitled to the benefit of the same presumptions regarding the performance of those duties, as directors of a corporation. Sections 63 and 102 repeal a provision of existing law which provides that lawsuits for debts owed by dissolved corporations must be filed in the name of the trustees and that those trustees are jointly and severally responsible for satisfying such debts from the property of the corporation in their possession. Section 15 of this bill enacts a provision based on Delaware law which governs the liability of the stockholders of a dissolved corporation.
Existing law authorizes a corporation to indemnify and advance expenses to directors, officers, employees or agents of the corporation under certain circumstances. (NRS 78.7502, 78.751) This authority to indemnify and advance expenses does not affect other rights to which a person seeking indemnification or advancement of expenses is entitled under the articles or incorporation or the bylaws. (NRS 78.751) Section 53 of this bill enacts a provision based on Delaware law which provides that a right to indemnification or the advancement of expenses under the articles of incorporation or the bylaws may not be eliminated or impaired by an amendment to the provision after the act or omission for which indemnification or advancement of expenses is sought, unless such elimination or impairment is authorized by the provision in effect at the time of the act or omission.
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Existing law provides that the amount of the fee for filing articles of incorporation with the Secretary of State is based on the dollar amount of the total number of shares provided for in the articles of incorporation. (NRS 78.760) When a corporation increases the number of authorized shares, the fee for filing that information with the Secretary of State is determined by subtracting the amount of the fee based on the increased number of shares from the amount of the fee based on the number of authorized shares excluding the increase. (NRS 78.765) The maximum amount of the fee for filing with the Secretary of State articles of incorporation or an instrument authorizing an increase in stock is: (1) $35,000 for filing the original articles of incorporation; and (2) $35,000 for filing an instrument authorizing an increase in stock. (NRS 78.760) Section 54 of this bill reduces to $34,925 the maximum amount of the fee for filing an instrument authorizing an increase in stock.
Sections 52, 69, 75 and 82 of this bill revise provisions governing the satisfaction of a judgment against a stockholder, member of a limited-liability company or partner of a limited partnership from the interest of the stockholder, member or partner in the entity.
Existing law authorizes one or more persons to create a business trust by adopting a governing instrument and signing and filing a certificate of trust with the Secretary of State. (NRS 88A.210) Sections 84-86, 88 and 89 of this bill revise provisions relating to the status of a business trust as an entity separate from its trustees and beneficial owners, the powers of a business trust with respect to property ownership and the duties and liabilities of trustees of a business trust.
Section 96 of this bill revises provisions governing mergers for which action is not required by the stockholders of the surviving domestic corporation.
Section 97 of this bill clarifies the provisions of existing law which are applicable to conversions of domestic entities or domestic general partnerships into foreign entities and to conversions of foreign entities or foreign general partnerships into domestic entities.
Under existing law, certain stockholders may dissent to certain corporate actions that will result in the receipt of money or scrip instead of a fraction of a share and obtain payment of the fair value of the stockholders shares. (NRS 78.205-78.207, 92A.380) Section 100 of this bill clarifies that the right to obtain payment of the fair value of the shares relates only to the fraction of a share rather than all of the stockholders shares. Section 101 of this bill clarifies the proper district court in which an action to determine the fair value of the shares must be commenced.
EXPLANATION Matter in bolded italics is new; matter between
brackets [omitted material] is material to be
omitted.
THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN
SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:
Section 1. Title 7 is hereby amended by adding thereto a new chapter to consist of the provisions set forth as sections 2 to 11, inclusive, of this act.
Sec. 2. As used in this title, unless the context otherwise requires, the words and terms defined in sections 3 to 10, inclusive, of this act have the meanings ascribed to them in those sections.
Sec. 3. Deliver or delivery means any method of delivery used in conventional commercial practice, including, without limitation, delivery by hand, mail, commercial delivery and, if authorized in accordance with section 11 of this act, by electronic transmission.
Sec. 4. Electronic means relating to any technology, process or system having electrical, digital, magnetic, wireless, optical, electromagnetic or similar characteristics or qualities.
Sec. 5. Electronic record means information that is stored in an electronic or other medium and is retrievable in paper form through an automated process used in conventional commercial practice or, if authorized in accordance with subsection 8 of section 11 of this act, is otherwise retrievable in perceivable form.
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authorized in accordance with subsection 8 of section 11 of this act, is otherwise retrievable in perceivable form.
Sec. 6. Electronic transmission or electronically transmitted means any form or process of communication not directly involving the physical transfer of paper or another tangible medium which:
1. Is suitable for the retention, retrieval and reproduction of information by the recipient; and
2. Is retrievable and reproducible in paper form by the recipient through an automated process used in conventional commercial practice, unless otherwise authorized in accordance with subsection 8 of section 11 of this act.
Sec. 7. Record means information that is inscribed on any tangible medium, including, without limitation, any writing or written instrument, or an electronic record.
Sec. 8. Sign or signature means with the present intent to authenticate or adopt a record or identify oneself:
1. To execute or otherwise adopt a tangible symbol, name, word or mark, including, without limitation, any manual, facsimile or confirmed signature; or
2. To attach to or logically associate with an electronic transmission an electronic sound, symbol or process, including, without limitation, an electronic signature, in an electronic transmission.
Sec. 9. Street address of a registered agent means the actual physical location in this State at which a registered agent is available for service of process. As used in this section, registered agent has the meaning ascribed to it in NRS 77.230.
Sec. 10. Writing or written means any information in the form of a record.
Sec. 11. 1. Except as otherwise provided by specific statute:
(a) Any notice or other communication described in this title may be given or sent by any method of delivery; and
(b) An electronic transmission must be in accordance with this section.
2. A notice or other communication given or sent pursuant to the organic law or organic rules of an entity may be delivered by electronic transmission if:
(a) Consented to by the recipient or authorized by subsection 9; and
(b) The electronic transmission contains or is accompanied by information from which the recipient can determine the date of the transmission.
3. Any consent under subsection 2 may be revoked by the person who consented by written or electronic notice to the person to whom the consent was delivered. Any such consent is deemed revoked if:
(a) The person is unable to receive two consecutive electronic transmissions given by the entity or organization in accordance with such consent; and
(b) Such inability becomes known to the secretary of the entity sending the electronic transmissions or to the transfer agent or other person responsible for the giving of notice or other communications.
Κ The inadvertent failure to treat any such inability as a revocation does not invalidate any meeting or other action.
4. Unless otherwise agreed between sender and recipient, an electronic transmission is received when:
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(a) It enters an information processing system that the recipient has designated or uses for the purpose of receiving electronic transmissions or information of the type sent; and
(b) It is in a form ordinarily capable of being processed by that system.
5. Receipt of an electronic acknowledgment from an information processing system described in paragraph (a) of subsection 4 establishes that an electronic transmission was received but, by itself, does not establish that the content sent corresponds to the content received.
6. An electronic transmission is received under this section even if no natural person is aware of its receipt.
7. Except as otherwise provided by specific statute, any notice or other communication, if in a comprehensible form or manner, is effective at the earliest of the following:
(a) If in a physical form, when it is left at:
(1) The address of a stockholder, member, partner or other owner of an entity, whichever is applicable, as it appears upon the records of the entity;
(2) The residence or usual place of business of a director, manager or general partner, whichever is applicable;
(3) The entitys principal place of business; or
(4) If to a recipient other than a stockholder, director, member, partner or other owner of an entity or an entity, such persons residence or usual place of business;
(b) If mailed by United States mail postage prepaid and correctly addressed to a stockholder, member, partner or other owner of an entity, upon deposit in the United States mail;
(c) If mailed by United States mail postage prepaid and correctly addressed to a recipient other than a stockholder, member, partner or other owner of an entity, the earliest of:
(1) If sent by registered or certified mail, return receipt requested, the date shown on the return receipt signed by or on behalf of the addressee; or
(2) Five days after it is deposited in the United States mail;
(d) If an electronic transmission, when it is received as provided in subsection 4; and
(e) If oral, when communicated.
Κ In the absence of fraud, an affidavit of the secretary of the entity or the transfer agent or any other agent of the entity that the notice has been given by a form of electronic transmission is prima facie evidence of the facts stated in the affidavit.
8. A notice or other communication may be in the form of an electronic transmission that cannot be directly reproduced in paper form by the recipient through an automated process used in conventional commercial practice only if:
(a) The electronic transmission is otherwise retrievable in perceivable form; and
(b) The sender and the recipient have consented in writing to the use of such form of electronic transmission.
9. If any provision of this title prescribes requirements for notices or other communication in particular circumstances, those requirements govern. If the organic rules of an entity prescribe requirements for notices or other communications, not inconsistent with this section or other provisions of this title, those requirements govern.
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provisions of this title, those requirements govern. The organic rules of an entity may authorize, require or prohibit delivery of notices of meetings of directors, managers, members, partners or other owners of the entity by electronic transmission.
10. In the event that any provisions of this section are deemed to modify, limit or supersede the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §§ 7001 et seq., the provisions of this section shall be deemed to control to the maximum extent permitted by section 102(a)(2) of that Act, 15 U.S.C. § 7002(a)(2).
11. As used in this section:
(a) Entity has the meaning ascribed to it in NRS 77.060.
(b) Organic law has the meaning ascribed to it in NRS 77.170.
(c) Organic rules has the meaning ascribed to it in NRS 77.180.
Sec. 12. NRS 76.100 is hereby amended to read as follows:
76.100 1. A person shall not conduct a business in this State unless and until the person obtains a state business license issued by the Secretary of State. If the person is:
(a) An entity required to file an initial or annual list with the Secretary of State pursuant to this title, the person must obtain the state business license at the time of filing the initial or annual list.
(b) Not an entity required to file an initial or annual list with the Secretary of State pursuant to this title, the person must obtain the state business license before conducting a business in this State.
2. An application for a state business license must:
(a) Be made upon a form prescribed by the Secretary of State;
(b) Set forth the name under which the applicant transacts or intends to transact business, or if the applicant is an entity organized pursuant to this title and on file with the Secretary of State, the exact name on file with the Secretary of State, the entity number as assigned by the Secretary of State, if known, and the location in this State of the place or places of business;
(c) Be accompanied by a fee in the amount of $100; and
(d) Include any other information that the Secretary of State deems necessary.
Κ If the applicant is an entity organized pursuant to this title and on file with the Secretary of State and the applicant has no location in this State of its place of business, the address of its registered agent shall be deemed to be the location in this State of its place of business.
3. The application must be signed pursuant to NRS 239.330 by:
(a) The owner of a business that is owned by a natural person.
(b) A member or partner of an association or partnership.
(c) A general partner of a limited partnership.
(d) A managing partner of a limited-liability partnership.
(e) A manager or managing member of a limited-liability company.
(f) An officer of a corporation or some other person specifically authorized by the corporation to sign the application.
4. If the application for a state business license is defective in any respect or the fee required by this section is not paid, the Secretary of State may return the application for correction or payment.
5. The state business license required to be obtained pursuant to this section is in addition to any license to conduct business that must be obtained from the local jurisdiction in which the business is being conducted.
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6. For the purposes of this chapter, a person shall be deemed to conduct a business in this State if a business for which the person is responsible:
(a) Is organized pursuant to this title, other than a business organized pursuant to [chapter] :
(1) Chapter 82 or 84 of NRS; or
(2) Chapter 81 if the business is a nonprofit religious, charitable, fraternal or other organization that qualifies as a tax-exempt organization pursuant to 26 U.S.C. § 501(c).
(b) Has an office or other base of operations in this State;
(c) Has a registered agent in this State; or
(d) Pays wages or other remuneration to a natural person who performs in this State any of the duties for which he or she is paid.
7. As used in this section, registered agent has the meaning ascribed to it in NRS 77.230.
Sec. 13. Chapter 78 of NRS is hereby amended by adding thereto the provisions set forth as sections 14 and 15 of this act.
Sec. 14. Publicly traded corporation means a domestic corporation that has a class or series of voting shares which is:
1. A covered security under section 18(b)(1)(A) or (B) of the Securities Act of 1933, 15 U.S.C. § 77r(b)(1)(A) or (B), as amended; or
2. Traded in an organized market and that has at least 2,000 stockholders and a market value of at least $20,000,000, exclusive of the value of such shares held by the corporations subsidiaries, senior executives, directors and beneficial stockholders owning more than 10 percent of such shares.
Sec. 15. 1. A stockholder of a corporation dissolved pursuant to NRS 78.580 or whose period of corporate existence has expired, the assets of which were distributed pursuant to NRS 78.590, is not liable for any claim against the corporation in an amount in excess of such stockholders pro rata share of the claim or the amount so distributed to such stockholder, whichever is less.
2. A stockholder of a corporation dissolved pursuant to NRS 78.580 or whose period of corporate existence has expired, the assets of which were distributed pursuant to NRS 78.590, is not liable for any claim against the corporation on which an action, suit or proceeding is not begun before the expiration of the period described in NRS 78.585.
3. The aggregate liability of any stockholder of a corporation dissolved pursuant to NRS 78.580 or whose period of corporate existence has expired for claims against such corporation must not exceed the amount distributed to such stockholder pursuant to NRS 78.590.
Sec. 16. 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, 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.
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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) Entity means a foreign or domestic:
(1) Corporation, whether or not for profit;
(2) Limited-liability company;
(3) Limited partnership; or
(4) Business trust.
[(d)] (e) Principal office means the office, in or out of this State, where the principal executive offices of a domestic or foreign corporation are located.
[(e)] (f) Receiver includes receivers and trustees appointed by a court as provided in this chapter or in chapter 32 of NRS.
[(f) 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.]
(g) Registered agent has the meaning ascribed to it in NRS 77.230.
(h) Registered office means the office maintained at the street address of the registered agent.
(i) [Sign means to affix a signature to a record.
(j) 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 or herself and adopt or accept a record. The term includes, without limitation, an electronic signature as defined in NRS 719.100.
(k)] Stockholder of record means a person whose name appears on the stock ledger of the corporation.
[(l) Street address of a registered agent means the actual physical location in this State at which a registered 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. 17. NRS 78.0297 is hereby amended to read as follows:
78.0297 1. Except as otherwise [provided] required by federal or state law, any records maintained by a corporation in its regular course of business, including, without limitation, its stock ledger, minute books, books of account and [minute books,] financial records, may be kept on, or by means of , [or be in the form of,] any information processing system or other information storage device or medium [.] , or in the form of an electronic record.
2. A corporation shall convert within a reasonable time any electronic 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 electronic 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.
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Sec. 18. NRS 78.0298 is hereby amended to read as follows:
78.0298 [1.] No record or signature maintained by a corporation is required to be created, generated, sent, communicated, received, stored or otherwise processed or used by electronic means or in electronic form.
[2. The corporation may refuse to accept or conduct any transaction or create, generate, send, communicate, receive, store or otherwise process, use or accept any record or signature by electronic means or in electronic form.]
Sec. 19. NRS 78.090 is hereby amended to read as follows:
78.090 1. Every corporation must have a registered agent who resides or is located in this State. Notwithstanding the provisions of NRS 77.300, each registered agent must have a street address for receiving service of process, which is the registered office of the corporation in this State. If the registered agent is in the business of acting as a registered agent for more than one business entity, the physical street address of the registered office must be in a location for which such use is not prohibited by any local ordinance. The registered agent may have a separate mailing address such as a post office box, which may be different from the street address.
2. If the registered agent is a bank or corporation, it may:
(a) Act as the fiscal or transfer agent of any state, municipality, body politic or corporation and in that capacity may receive and disburse money.
(b) Transfer, register and countersign certificates of stock, bonds or other evidences of indebtedness and act as agent of any corporation, foreign or domestic, for any purpose required by statute, or otherwise.
(c) Act as trustee under any mortgage or bond issued by any municipality, body politic or corporation, and accept and execute any other municipal or corporate trust not inconsistent with the laws of this State.
(d) Receive and manage any sinking fund of any corporation, upon such terms as may be agreed upon between the corporation and those dealing with it.
3. Every corporation organized pursuant to this chapter which fails or refuses to comply with the requirements of this section is subject to a fine of not less than $100 nor more than $500, to be recovered with costs by the State, before any court of competent jurisdiction, by action at law prosecuted by the Attorney General or by the district attorney of the county in which the action or proceeding to recover the fine is prosecuted.
4. All legal process and any demand , [or] notice or communication authorized by law to be served upon , or delivered to, a corporation may be served upon , or delivered to, the registered agent of the corporation in the manner provided in subsection 2 of NRS 14.020. If any demand, notice , communication or legal process, other than a summons and complaint, cannot be served upon , or delivered to, the registered agent, it may be served or delivered in the manner provided in NRS 14.030. These manners and modes of service or delivery are in addition to any other manner and mode of service or delivery authorized by law.
Sec. 20. NRS 78.1955 is hereby amended to read as follows:
78.1955 1. If the voting powers, designations, preferences, limitations, restrictions and relative rights of any class or series of stock have been established by a resolution of the board of directors pursuant to a provision in the articles of incorporation, a certificate of designation setting forth the resolution and stating the number of shares for each designation must be signed by an officer of the corporation and filed with the Secretary of State.
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of State. A certificate of designation signed and filed pursuant to this section must become effective before the issuance of any shares of the class or series.
2. Unless otherwise provided in the articles of incorporation or the certificate of designation being amended, if no shares of a class or series of stock established by a resolution of the board of directors have been issued, the designation of the class or series, the number of the class or series and the voting powers, designations, preferences, limitations, restrictions and relative rights of the class or series may be amended by a resolution of the board of directors pursuant to a certificate of amendment filed in the manner provided in subsection 4.
3. Unless otherwise provided in the articles of incorporation or the certificate of designation, if shares of a class or series of stock established by a resolution of the board of directors have been issued, the designation of the class or series, the number of the class or series and the voting powers, designations, preferences, limitations, restrictions and relative rights of the class or series may be amended by a resolution of the board of directors only if the amendment is approved as provided in this subsection. Unless otherwise provided in the articles of incorporation or the certificate of designation, the proposed amendment adopted by the board of directors must be approved by the vote of stockholders holding shares in the corporation entitling them to exercise a majority of the voting power, or such greater proportion of the voting power as may be required by the articles of incorporation or the certificate of designation, of:
(a) The class or series of stock being amended; and
(b) Each class and each series of stock which, before amendment, is senior to the class or series being amended as to the payment of distributions upon dissolution of the corporation, regardless of any limitations or restrictions on the voting power of that class or series.
4. A certificate of amendment to a certificate of designation must be signed by an officer of the corporation and filed with the Secretary of State and must:
(a) Set forth the original designation and the new designation, if the designation of the class or series is being amended;
(b) State that no shares of the class or series have been issued or state that the approval of the stockholders required pursuant to subsection 3 has been obtained; and
(c) Set forth the amendment to the class or series or set forth the designation of the class or series, the number of the class or series and the voting powers, designations, preferences, limitations, restrictions and relative rights of the class or series, as amended.
5. A certificate filed pursuant to subsection 1 or 4 is effective [upon] at the time of the filing of the certificate with the Secretary of State or upon a later date and time as specified in the certificate, which date must not be more than 90 days after the date on which the certificate is filed. If a certificate filed pursuant to subsection 1 or 4 specifies a later effective date but does not specify an effective time, the certificate is effective at 12:01 a.m. in the Pacific time zone on the specified later date.
6. If shares of a class or series of stock established by a certificate of designation are not outstanding, the corporation may file a certificate which states that no shares of the class or series are outstanding and which contains the resolution of the board of directors authorizing the withdrawal of the certificate of designation establishing the class or series of stock.
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certificate of designation establishing the class or series of stock. The certificate must identify the date and certificate of designation being withdrawn and must be signed by an officer of the corporation and filed with the Secretary of State. Upon filing the certificate and payment of the fee required pursuant to NRS 78.765, all matters contained in the certificate of designation regarding the class or series of stock are eliminated from the articles of incorporation.
7. NRS 78.380, 78.385 and 78.390 do not apply to certificates of amendment filed pursuant to this section.
Sec. 21. NRS 78.209 is hereby amended to read as follows:
78.209 1. A change pursuant to NRS 78.207 is not effective until after the filing in the Office of the Secretary of State of a certificate, signed by an officer of the corporation, setting forth:
(a) The [current] number of authorized shares and the par value, if any, of each affected class or , if applicable, each affected series [, if any,] of shares before the change;
(b) The number of authorized shares and the par value, if any, of each affected class or , if applicable, each affected series [, if any,] of shares after the change;
(c) The number of shares of each affected class or , if applicable, each affected series [, if any,] to be issued after the change in exchange for each issued share of the same class or series;
(d) The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby; and
(e) That any required approval of the stockholders has been obtained.
Κ The provisions in the articles of incorporation of the corporation regarding the authorized number and par value, if any, of the changed class or , if applicable, the changed series [, if any,] of shares shall be deemed amended as provided in the certificate at the effective date and time of the change.
2. Unless an increase or decrease of the number of authorized shares pursuant to NRS 78.207 is accomplished by an action that otherwise requires an amendment to the articles of incorporation of the corporation, such an amendment is not required by that section.
3. A certificate filed pursuant to subsection 1 is effective [upon] at the time of the filing of the certificate with the Secretary of State or upon a later date and time as specified in the certificate, which date must not be more than 90 days after the date on which the certificate is filed. If a certificate filed pursuant to subsection 1 specifies a later effective date but does not specify an effective time, the certificate is effective at 12:01 a.m. in the Pacific time zone on the specified later date.
4. If a certificate filed pursuant to subsection 1 specifies [an] a later effective date, the board of directors may terminate the effectiveness of the certificate by resolution. A certificate of termination must:
(a) Be filed with the Secretary of State before the effective date specified in the certificate filed pursuant to subsection 1;
(b) Identify the certificate being terminated;
(c) State that the effectiveness of the certificate has been terminated;
(d) Be signed by an officer of the corporation; and
(e) Be accompanied by the fee required pursuant to NRS 78.765.
κ2011 Statutes of Nevada, Page 2774 (CHAPTER 455, SB 405)κ
Sec. 22. NRS 78.242 is hereby amended to read as follows:
78.242 1. Subject to the limitation imposed by NRS 104.8204, a written restriction on the transfer or registration of transfer of the stock of a corporation, if permitted by this section, may be enforced against the holder of the restricted stock or any successor or transferee of the holder, including an executor, administrator, trustee, guardian or other fiduciary entrusted with like responsibility for the person or estate of the holder.
2. A restriction on the transfer or registration of transfer of the stock of a corporation , or on the amount of a corporations stock that may be owned by a person or group of persons, may be imposed by the articles of incorporation or by the bylaws or by an agreement among any number of stockholders or between or among one or more stockholders and the corporation. No restriction so imposed is binding upon any stockholder with respect to [stocks issued before the adoption of the restriction unless the stockholders are parties to an] the shares of stock owned by such stockholder at the time the restriction is adopted, regardless of any later effective time of such restriction, unless such stockholder is a party to the agreement or voted in favor of the restriction.
3. A restriction on the transfer or the registration of transfer of shares is valid and enforceable against the transferee of the stockholder if the restriction is not prohibited by other law and its existence is noted conspicuously on the front or back of the stock certificate or is contained in the statement of information required by NRS 78.235. Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction.
4. A restriction on the transfer or registration of transfer of the stock of a corporation or on the amount of such stock that may be owned by any person or group of persons is permitted, without limitation by this enumeration, if it:
(a) Obligates the stockholder first to offer to the corporation or to any other stockholder or stockholders of the corporation or to any other person or persons or to any combination of the foregoing a prior opportunity, to be exercised within a reasonable time, to acquire the stock;
(b) Obligates the corporation or any [holder of stock] stockholder of the corporation or any other person or any combination of the foregoing to purchase stock which is the subject of an agreement respecting the purchase and sale of the stock;
(c) Requires the corporation or any stockholder or stockholders to [consent] :
(1) Consent to any proposed transfer of the stock [or to approve] ;
(2) Approve the proposed transferee of stock [;] ; or
(3) Approve the amount of stock of the corporation proposed to be acquired by any person or group of persons;
(d) Prohibits or restricts the transfer of the stock to , or the ownership of stock by, designated persons or classes of persons, and such designation is not manifestly unreasonable; or
(e) Prohibits or restricts the transfer or registration of transfer of the stock [:] or the amount of stock of a corporation that may be owned by a person or group of persons, for any of the following purposes:
(1) To maintain the corporations status when it is dependent on the number or identity of its stockholders [;] , including, without limitation, the corporations status as an electing small business corporation under
κ2011 Statutes of Nevada, Page 2775 (CHAPTER 455, SB 405)κ
subchapter S of chapter 1 of subtitle A of the United States Internal Revenue Code, 26 U.S.C. § 1371 et seq., as amended, or any successor provision;
(2) To maintain or preserve the corporations status or exemptions under federal or state laws governing taxes or securities, including, without limitation, the qualification of the corporation as a real estate investment trust pursuant to 26 U.S.C. §§ 856 et seq., as amended, or any successor provision, and any regulations adopted pursuant thereto; [or]
(3) To maintain or preserve any other local, state, federal or foreign tax advantage to, or attribute of, the corporation or its stockholders, including, without limitation, net operating losses;
(4) To maintain any statutory or regulatory advantage or to comply with any statutory or regulatory requirements under applicable local, state, federal or foreign law; or
(5) For any other reasonable purpose.
5. For the purposes of this section, stock includes a security convertible into or carrying [a] an option or other right to subscribe for or to acquire stock.
Sec. 23. NRS 78.355 is hereby amended to read as follows:
78.355 1. [At any meeting of the stockholders of any corporation any] Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may [designate] authorize another person or persons to act [as a] for such stockholder by 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 a majority of those persons granting consent or exercising a right of dissent in writing, or, if only one is present [,] or consenting or dissenting in writing, 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. The proxy may be limited to action on designated matters.
2. Without limiting the manner in which a stockholder may authorize another person or persons to act for him or her as proxy pursuant to subsection 1, [the following constitute valid means by which a stockholder may grant such authority:
(a) A] a stockholder may sign a writing authorizing another person or persons to act for him or her as proxy. [The proxy may be limited to action on designated matters.
(b) A stockholder may authorize another person or persons to act for him or her as proxy by transmitting or authorizing the transmission of an electronic record to the person who will be the holder of the proxy or to a firm which solicits proxies or like agent who is authorized by the person who will be the holder of the proxy to receive the transmission. Any such electronic record must either set forth or be submitted with information from which it can be determined that the electronic record was authorized by the stockholder. If it is determined that the electronic record is valid, the persons appointed by the corporation to count the votes of stockholders and determine the validity of proxies and ballots or other persons making those determinations must specify the information upon which they relied.]
3. Any copy, communication by electronic transmission or other reliable reproduction of the [record] writing created pursuant to subsection 2 may be substituted for the original [record] writing for any purpose for which the original [record] writing could be used, if the copy, communication by electronic transmission or other reproduction is a complete reproduction of the entire original [record.]
κ2011 Statutes of Nevada, Page 2776 (CHAPTER 455, SB 405)κ
which the original [record] writing could be used, if the copy, communication by electronic transmission or other reproduction is a complete reproduction of the entire original [record.] writing.
4. Except as otherwise provided in subsection 5, no such proxy is valid after the expiration of 6 months from the date of its creation unless the stockholder specifies in it the length of time for which it is to continue in force, which may not exceed 7 years from the date of its creation. Subject to these restrictions, any proxy properly created is not revoked and continues in full force and effect until:
(a) Another instrument or transmission revoking it or a properly created proxy bearing a later date is filed with or transmitted to the secretary of the corporation or another person or persons appointed by the corporation to count the votes of stockholders and determine the validity of proxies and ballots; or
(b) [The] In the case of a meeting of stockholders, the stockholder revokes the proxy by attending the meeting and voting the stockholders shares in person, in which case, any vote cast by the person or persons designated by the stockholder to act as a proxy or proxies must be disregarded by the corporation when the votes are counted.
5. A proxy shall be deemed irrevocable if the written authorization states that the proxy is irrevocable, but is irrevocable only for as long as it is coupled with an interest sufficient in law to support an irrevocable power, including, without limitation, the appointment as proxy of a pledgee, a person who purchased or agreed to purchase the shares, a creditor of the corporation who extended it credit under terms requiring the appointment, an employee of the corporation whose employment contract requires the appointment or a party to a voting agreement created pursuant to subsection 3 of NRS 78.365. Unless otherwise provided in the proxy, a proxy made irrevocable pursuant to this subsection is revoked when the interest with which it is coupled is extinguished, but the corporation may honor the proxy until notice of the extinguishment of the proxy is received by the corporation. A transferee for value of shares subject to an irrevocable proxy may revoke the proxy if the transferee did not know of its existence when the transferee acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.
6. If any stockholder subject to a properly created irrevocable proxy attends any meeting of the stockholders or attempts to grant a consent or exercise a right of dissent for which the authorization grants authority to act on the stockholders behalf at the meeting , or in granting a consent or exercising a right of dissent, as applicable, to a proxy or proxies, unless expressly otherwise provided in the written authorization or electronic record:
(a) Only the proxy or proxies may have and exercise all the powers of the stockholder at the meeting [;] or in granting a consent or exercising a right of dissent, as applicable; and
(b) Only a vote , consent or dissent, as applicable, of the proxy or proxies may be regarded as valid by the corporation . [when the votes are counted.]
Sec. 24. NRS 78.360 is hereby amended to read as follows:
78.360 1. The articles of incorporation of any corporation may provide that at all elections of directors of the corporation each holder of stock possessing voting power is entitled to as many votes as equal the number of his or her shares of stock multiplied by the number of directors to be elected, and that the holder of stock may cast all of his or her votes for a single director or may distribute them among the number to be voted for or any two or more of them, as the holder of stock may see fit.
κ2011 Statutes of Nevada, Page 2777 (CHAPTER 455, SB 405)κ
stock possessing voting power is entitled to as many votes as equal the number of his or her shares of stock multiplied by the number of directors to be elected, and that the holder of stock may cast all of his or her votes for a single director or may distribute them among the number to be voted for or any two or more of them, as the holder of stock may see fit. To exercise the right of cumulative voting, one or more of the stockholders requesting cumulative voting must give written notice to the president or secretary of the corporation that the stockholder desires that the voting for the election of directors be cumulative.
2. The notice must be [given] delivered not less than 48 hours before the time fixed for holding the meeting, if notice of the meeting has been [given] delivered at least 10 days before the date of the meeting, and otherwise not less than 24 hours before the meeting. At the meeting, before the commencement of voting for the election of directors, an announcement of the [giving] delivery of the notice must be made by the chairman or the secretary of the meeting or by or on behalf of the stockholder [giving] delivering the notice. Notice to stockholders of the requirement of this subsection must be contained in the notice calling the meeting or in the proxy material accompanying the notice.
Sec. 25. 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] Except in the case of the annual meeting, the notice must state the purpose or purposes for which the meeting is called . [,] In all instances, the notice must state the time when, and the place, which may be within or without this State, where [it] the meeting 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, mailed postage prepaid or [given] delivered as provided in [subsection 8] section 11 of this act 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 or her 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, 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, 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 section 11 of this act and the provisions, if any, of the articles of incorporation or the bylaws is sufficient, and in the event of the transfer of the stockholders 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.
κ2011 Statutes of Nevada, Page 2778 (CHAPTER 455, SB 405)κ
mailing and before the holding of the meeting it is not necessary to deliver or mail notice of the meeting to the transferee.
6. Unless otherwise provided in the articles of incorporation or the bylaws, if notice is required to be [given,] delivered, 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 the stockholder 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,
Κ have been mailed addressed to the stockholder at his or her address as shown on the records of the corporation and have been returned undeliverable, the [giving] delivery of further notices to the stockholder 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.] delivered. If any such stockholder delivers to the corporation a written notice setting forth his or her current address, the requirement that notice be [given] delivered to the stockholder 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] delivered to persons to whom notice was not required to be [given] delivered pursuant to this subsection. The [giving] delivery of further notices to a stockholder is still required for any notice returned as undeliverable if the notice was [given] delivered by electronic transmission.
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] delivered 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] delivered 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;
κ2011 Statutes of Nevada, Page 2779 (CHAPTER 455, SB 405)κ
(c) By a posting on an electronic network together with separate notice to the stockholder of the specific posting, upon the later of:
(1) Such posting; and
(2) The giving of the separate notice; and
(d) By any other form of electronic transmission, when directed to the stockholder.
Κ 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. 26. NRS 78.375 is hereby amended to read as follows:
78.375 Whenever any notice [whatever] or other communication is required to be [given] delivered under the provisions of this chapter, a waiver thereof in a signed writing [or by transmission of an electronic record] by the person or persons entitled to the notice [,] or communication, whether before or after the time stated therein, shall be deemed equivalent thereto.
Sec. 27. NRS 78.380 is hereby amended to read as follows:
78.380 1. At least two-thirds of the incorporators or of the board of directors of any corporation, if no voting stock of the corporation has been issued, may amend the articles of incorporation of the corporation by signing and filing with the Secretary of State a certificate amending, modifying, changing or altering the articles, in whole or in part. The certificate must state that:
(a) The signers thereof are at least two-thirds of the incorporators or of the board of directors of the corporation, and state the name of the corporation; and
(b) As of the date of the certificate, no voting stock of the corporation has been issued.
2. A certificate filed pursuant to this section is effective [upon] at the time of the filing of the certificate with the Secretary of State or upon a later date and time as specified in the certificate, which date must not be more than 90 days after the date on which the certificate is filed. If a certificate filed pursuant to this section specifies a later effective date but does not specify an effective time, the certificate is effective at 12:01 a.m. in the Pacific time zone on the specified later date.
3. If a certificate specifies [an] a later 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) Is filed before the effective date specified in the certificate filed with the Secretary of State pursuant to subsection 1;
(b) Identifies the certificate being terminated;
[(b)] (c) States that no voting stock of the corporation has been issued;
[(c)] (d) States that the effectiveness of the certificate has been terminated;
κ2011 Statutes of Nevada, Page 2780 (CHAPTER 455, SB 405)κ
[(d)] (e) Is signed by at least two-thirds of the board of directors of the corporation; and
[(e)] (f) 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. 28. NRS 78.390 is hereby amended to read as follows:
78.390 1. Except as otherwise provided in NRS 77.340, every amendment to the articles of incorporation must be made in the following manner:
(a) The board of directors must adopt a resolution setting forth the amendment proposed and either call a special meeting of the stockholders entitled to vote on the amendment or direct that the proposed amendment be considered at the next annual meeting of the stockholders entitled to vote on the amendment.
(b) At the meeting, of which notice must be given to each stockholder entitled to vote pursuant to the provisions of this section, a vote of the stockholders entitled to vote in person or by proxy must be taken for and against the proposed amendment. If it appears upon the canvassing of the votes that stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, as provided in subsections 2 and 4, or as may be required by the provisions of the articles of incorporation, have voted in favor of the amendment, an officer of the corporation shall sign a certificate setting forth the amendment, or setting forth the articles of incorporation as amended, and the vote by which the amendment was adopted.
(c) The certificate so signed must be filed with the Secretary of State.
2. Except as otherwise provided in this subsection, if any proposed amendment would adversely alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series adversely affected by the amendment regardless of limitations or restrictions on the voting power thereof. The amendment does not have to be approved by the vote of the holders of shares representing a majority of the voting power of each class or series whose preference or rights are adversely affected by the amendment if the articles of incorporation specifically deny the right to vote on such an amendment.
3. Provision may be made in the articles of incorporation requiring, in the case of any specified amendments, a larger proportion of the voting power of stockholders than that required by this section.
4. Different series of the same class of shares do not constitute different classes of shares for the purpose of voting by classes except when the series is adversely affected by an amendment in a different manner than other series of the same class.
5. The resolution of the stockholders approving the proposed amendment may provide that at any time before the effective date of the amendment, notwithstanding approval of the proposed amendment by the stockholders, the board of directors may, by resolution, abandon the proposed amendment without further action by the stockholders.
6. A certificate filed pursuant to subsection 1 is effective [upon] at the time of the filing of the certificate with the Secretary of State or upon a later date and time as specified in the certificate, which date must not be more than 90 days after the date on which the certificate is filed.
κ2011 Statutes of Nevada, Page 2781 (CHAPTER 455, SB 405)κ
date and time as specified in the certificate, which date must not be more than 90 days after the date on which the certificate is filed. If a certificate filed pursuant to subsection 1 specifies a later effective date but does not specify an effective time, the certificate is effective at 12:01 a.m. in the Pacific time zone on the specified later date.
7. If a certificate filed pursuant to subsection 1 specifies [an] a later 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 with the Secretary of State 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 $175.
Sec. 29. NRS 78.403 is hereby amended to read as follows:
78.403 1. A corporation may restate, or amend and restate, in a single certificate the entire text of its articles of incorporation as amended by filing with the Secretary of State a certificate in the manner provided in this section. If the certificate alters or amends the articles in any manner, it must comply with the provisions of NRS 78.380, 78.385 and 78.390, as applicable.
2. If the certificate does not alter or amend the articles, it must be signed by an officer of the corporation and state that the officer has been authorized to sign the certificate by resolution of the board of directors adopted on the date stated, and that the certificate correctly sets forth the text of the articles of incorporation as amended to the date of the certificate.
3. The following may be omitted from the restated articles:
(a) The names, addresses, signatures and acknowledgments of the incorporators;
(b) The names and addresses of the members of the past and present boards of directors; and
(c) The information required pursuant to NRS 77.310.
4. Whenever a corporation is required to file a certified copy of its articles, in lieu thereof it may file a certified copy of the most recent certificate restating its articles as amended, subject to the provisions of subsection 2, together with certified copies of all certificates of amendment filed subsequent to the restated articles and certified copies of all certificates supplementary to the original articles.
5. A certificate filed pursuant to this section is effective [upon] at the time of the filing of the certificate with the Secretary of State or upon a later date and time as specified in the certificate, which date must not be more than 90 days after the date on which the certificate is filed. If a certificate filed pursuant to this section specifies a later effective date but does not specify an effective time, the certificate is effective at 12:01 a.m. in the Pacific time zone on the specified later date.
κ2011 Statutes of Nevada, Page 2782 (CHAPTER 455, SB 405)κ
Sec. 30. NRS 78.411 is hereby amended to read as follows:
78.411 As used in NRS 78.411 to 78.444, inclusive, and section 14 of this act, unless the context otherwise requires, the words and terms defined in NRS 78.412 to 78.432, inclusive, and section 14 of this act have the meanings ascribed to them in those sections.
Sec. 31. NRS 78.413 is hereby amended to read as follows:
78.413 Associate, when used to indicate a relationship with any person, means:
1. Any corporation or organization of which that person is an officer or partner or is, directly or indirectly, the beneficial owner of 10 percent or more of any class of voting shares;
2. Any trust or other estate in which that person has a substantial beneficial interest or as to which that person serves as trustee or in a similar fiduciary capacity; and
3. Any relative or spouse of that person, or any relative of the spouse, who has [the same home as] a common principal residence with that person.
Sec. 32. NRS 78.414 is hereby amended to read as follows:
78.414 Beneficial owner, when used with respect to any shares, means a person that:
1. Individually or with or through any of its affiliates or associates, [beneficially owns the shares, directly or indirectly;] possesses:
(a) Voting power over the shares, including, without limitation, the power to vote, or to direct the voting of, the shares; or
(b) Investment power over the shares, including, without limitation, the power to dispose, or to direct the disposition, of the shares,
Κ under any agreement, arrangement or understanding, whether or not in writing, but a person is not considered the beneficial owner of any shares under this subsection if the power to vote, or to direct the voting of, the shares arises solely from a revocable proxy or consent given in response to a solicitation made in accordance with the applicable regulations under the Securities Exchange Act and is not then reportable on a Schedule 13D under the Securities Exchange Act or any comparable or successor report;
2. Individually or with or through any of its affiliates or associates, has [:
(a) The] the right to acquire the shares, whether the right is exercisable immediately or only after the passage of time, under any agreement, arrangement or understanding, whether or not in writing, or upon the exercise of rights to convert or exchange, warrants or options, or otherwise, but a person is not considered the beneficial owner of shares tendered under an offer for a tender or exchange made by the person or any of [his or her] the persons affiliates or associates until the tendered shares are accepted for purchase or exchange; or
[(b) The right to vote the shares under any agreement, arrangement or understanding, whether or not in writing, but a person is not considered the beneficial owner of any shares under this paragraph if the agreement, arrangement or understanding to vote the shares arises solely from a revocable proxy or consent given in response to a solicitation made in accordance with the applicable regulations under the Securities Exchange Act and is not then reportable on a Schedule 13D under the Securities Exchange Act, or any comparable or successor report; or]
3. Has any agreement, arrangement or understanding, whether or not in writing, for the purpose of acquiring, holding, voting, except voting under a revocable proxy or consent as described in [paragraph (b) of] subsection [2,] 1, or disposing of the shares with any other person who beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, the shares.
κ2011 Statutes of Nevada, Page 2783 (CHAPTER 455, SB 405)κ
revocable proxy or consent as described in [paragraph (b) of] subsection [2,] 1, or disposing of the shares with any other person who beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, the shares.
Sec. 33. NRS 78.416 is hereby amended to read as follows:
78.416 Combination, when used in reference to any resident domestic corporation and any interested stockholder of the resident domestic corporation, means any of the following:
1. Any merger or consolidation of the resident domestic corporation or any subsidiary of the resident domestic corporation with:
(a) The interested stockholder; or
(b) Any other [corporation,] entity, whether or not itself an interested stockholder of the resident domestic corporation, which is, or after and as a result of the merger or consolidation would be, an affiliate or associate of the interested stockholder.
2. Any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions, to or with the interested stockholder or any affiliate or associate of the interested stockholder of assets of the resident domestic corporation or any subsidiary of the resident domestic corporation:
(a) Having an aggregate market value equal to more than 5 percent [or more] of the aggregate market value of all the assets, determined on a consolidated basis, of the resident domestic corporation;
(b) Having an aggregate market value equal to more than 5 percent [or more] of the aggregate market value of all the outstanding voting shares of the resident domestic corporation; or
(c) Representing more than 10 percent [or more] of the earning power or net income, determined on a consolidated basis, of the resident domestic corporation.
3. The issuance or transfer by the resident domestic corporation or any subsidiary of the resident domestic corporation, in one transaction or a series of transactions, of any shares of the resident domestic corporation or any subsidiary of the resident domestic corporation that have an aggregate market value equal to 5 percent or more of the aggregate market value of all the outstanding voting shares of the resident domestic corporation to the interested stockholder or any affiliate or associate of the interested stockholder except under the exercise of warrants or rights to purchase shares offered, or a dividend or distribution paid or made, pro rata to all stockholders of the resident domestic corporation.
4. The adoption of any plan or proposal for the liquidation or dissolution of the resident domestic corporation [proposed by, or] under any agreement, arrangement or understanding, whether or not in writing, with the interested stockholder or any affiliate or associate of the interested stockholder.
5. [Any:] Except for any transaction or series of transactions that would not constitute a combination pursuant to subsection 3, any:
(a) Reclassification of securities, including, without limitation, any splitting of shares, share dividend , [distributed in shares,] or other distribution of shares with respect to other shares, or any issuance of new shares in exchange for a proportionately greater number of old shares;
(b) Recapitalization of the resident domestic corporation;
κ2011 Statutes of Nevada, Page 2784 (CHAPTER 455, SB 405)κ
(c) Merger or consolidation of the resident domestic corporation with any subsidiary of the resident domestic corporation; or
(d) Other transaction, whether or not with or into or otherwise involving the interested stockholder,
Κ [proposed by, or] under any agreement, arrangement or understanding, whether or not in writing, with the interested stockholder or any affiliate or associate of the interested stockholder, which has the immediate and proximate effect [, directly or indirectly,] of increasing the proportionate share of the outstanding shares of any class or series of voting shares or securities convertible into voting shares of the resident domestic corporation or any subsidiary of the resident domestic corporation which is [directly or indirectly] beneficially owned by the interested stockholder or any affiliate or associate of the interested stockholder, except as a result of immaterial changes because of adjustments of fractional shares.
6. Any receipt by the interested stockholder or any affiliate or associate of the interested stockholder of the benefit, directly or indirectly, except proportionately as a stockholder of the resident domestic corporation, of any loan, advance, guarantee, pledge or other financial assistance or any tax credit or other tax advantage provided by or through the resident domestic corporation.
Sec. 34. NRS 78.418 is hereby amended to read as follows:
78.418 1. Except as otherwise provided in subsection 2:
(a) Control, used alone or in the terms controlling, controlled by and under common control with, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.
(b) A persons beneficial ownership of 10 percent or more of the voting power of a corporations outstanding voting shares creates a presumption that the person has control of the corporation [.] :
(1) In the absence of proof by a preponderance of the evidence to the contrary; or
(2) Unless any other stockholder of the corporation, other than an affiliate or associate of the person, is the beneficial owner of an equal or greater percentage of the voting power of the corporations outstanding voting shares.
2. A person is not considered to have control of a corporation if the person holds voting power, in good faith and not for the purpose of circumventing the provisions of this chapter, as an agent, bank, broker, nominee, custodian or trustee for one or more beneficial owners who do not individually or as a group have control of the corporation.
Sec. 35. NRS 78.423 is hereby amended to read as follows:
78.423 1. Interested stockholder, when used in reference to any resident domestic corporation, means any person, other than the resident domestic corporation or any subsidiary of the resident domestic corporation, who is:
(a) The beneficial owner, directly or indirectly, of 10 percent or more of the voting power of the outstanding voting shares of the resident domestic corporation; or
(b) An affiliate or associate of the resident domestic corporation and at any time within [3] 2 years immediately before the date in question was the beneficial owner, directly or indirectly, of 10 percent or more of the voting power of the then outstanding shares of the resident domestic corporation.
κ2011 Statutes of Nevada, Page 2785 (CHAPTER 455, SB 405)κ
beneficial owner, directly or indirectly, of 10 percent or more of the voting power of the then outstanding shares of the resident domestic corporation.
2. To determine whether a person is an interested stockholder, the number of voting shares of the resident domestic corporation considered to be outstanding includes shares considered to be beneficially owned by that person through the application of NRS 78.414, but does not include any other unissued shares of a class of voting shares of the resident domestic corporation which may be issuable to any person, other than the interested stockholder and its affiliates and associates, under any agreement, arrangement or understanding, or upon exercise of rights to convert, warrants or options, or otherwise.
Sec. 36. NRS 78.424 is hereby amended to read as follows:
78.424 Market value, when used in reference to the shares or property of any resident domestic corporation, means:
1. In the case of shares, the highest closing sale price of a share during the 30 calendar days immediately preceding the date in question [on the composite tape for shares listed on the New York Stock Exchange, or, if the shares are not quoted on the composite tape or not listed on the New York Stock Exchange,] on the principal United States securities exchange registered under the Securities Exchange Act on which the shares are listed, or, if the shares are not listed on any such exchange, the fair market value on the date in question of a share as determined by the board of directors of the resident domestic corporation in good faith.
2. In the case of property other than cash or shares, the fair market value of the property on the date in question as determined by the board of directors of the resident domestic corporation in good faith.
Sec. 37. NRS 78.426 is hereby amended to read as follows:
78.426 Preferred shares means any class or series of shares of a resident domestic corporation that under the [bylaws or] articles of incorporation of the resident domestic corporation:
1. Is entitled to receive payment of dividends before any payment of dividends on some other class or series of shares; or
2. Is entitled in the event of any voluntary liquidation, dissolution or winding up of the corporation to receive payment or distribution of a preferential amount before any payments or distributions are received by some other class or series of shares.
Sec. 38. NRS 78.429 is hereby amended to read as follows:
78.429 Share means:
1. Any share of stock or similar security, any certificate of interest, any participation in any profit-sharing agreement, any voting-trust certificate, or any certificate of deposit for a share [;] , in each case representing, directly or indirectly, equity ownership; and
2. Any security convertible, with or without consideration, into shares, or any warrant, call or other option or privilege of buying shares without being bound to do so, or any other security carrying any right to acquire, subscribe to, or purchase shares.
Sec. 39. NRS 78.431 is hereby amended to read as follows:
78.431 Subsidiary of any resident domestic corporation means any other [corporation] entity of which a majority of the [outstanding voting shares whose votes are entitled to be cast are owned,] voting power is held, directly or indirectly, by the resident domestic corporation.
κ2011 Statutes of Nevada, Page 2786 (CHAPTER 455, SB 405)κ
Sec. 40. NRS 78.433 is hereby amended to read as follows:
78.433 1. NRS 78.411 to 78.444, inclusive, and section 14 of this act do not apply to any combination of a resident domestic corporation:
[1.] (a) Which [does] was not, as of the date 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,] a publicly traded corporation, unless the corporations articles of incorporation provide otherwise.
[2.] (b) 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 section 14 of this act and which [did] was not [have a class of voting shares registered with the Securities and Exchange Commission under section 12 of the Securities Exchange Act] a publicly traded corporation on the effective date of the amendment, if the combination is with a person who first became an interested stockholder before the effective date of the amendment.
2. The articles of incorporation of a resident domestic corporation may impose on combinations of the resident domestic corporation stricter requirements than the requirements of NRS 78.411 to 78.444, inclusive, and section 14 of this act.
3. The provisions of NRS 78.411 to 78.444, inclusive, and section 14 of this act do not restrict the directors of a resident domestic corporation from taking action to protect the interests of the corporation and its stockholders, including, without limitation, adopting or signing plans, arrangements or instruments that grant or 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. 41. NRS 78.434 is hereby amended to read as follows:
78.434 NRS 78.411 to 78.444, inclusive, and section 14 of this act 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, and section 14 of this act, unless the articles of incorporation are subsequently amended to provide that the corporation is subject to NRS 78.411 to 78.444, inclusive [;] , and section 14 of this act;
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, and section 14 of this act, which may be rescinded by subsequent amendment of the bylaws;
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 stock representing a majority of the outstanding voting power of the resident domestic corporation [, excluding the voting shares of] not beneficially owned by interested stockholders [and] or their affiliates and associates, expressly electing not to be governed by NRS 78.411 to 78.444, inclusive, and section 14 of this act, 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 on or before the effective date of the amendment; or
κ2011 Statutes of Nevada, Page 2787 (CHAPTER 455, SB 405)κ
corporation with a person who first became an interested stockholder 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, and section 14 of this act, before the date the corporation first became a resident domestic corporation.
Sec. 42. NRS 78.436 is hereby amended to read as follows:
78.436 NRS 78.411 to 78.444, inclusive, and section 14 of this act do not apply to any combination of a resident domestic corporation with an interested stockholder of the resident domestic corporation who became an interested stockholder inadvertently, if the interested stockholder:
1. As soon as practicable [,] and before the date of consummation with respect to the combination, divests [himself or herself of] a sufficient amount of the voting power of the corporation so that [he or she] the interested stockholder no longer is the beneficial owner, directly or indirectly, of 10 percent or more of the outstanding voting power of the resident domestic corporation; and
2. Would not at any time within [3 years] 12 months preceding the date of announcement with respect to the combination have been an interested stockholder but for the inadvertent acquisition.
Sec. 43. 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] 2 years after the date that the person first became an interested stockholder unless [the] :
(a) The combination or the transaction by which the person first became an interested stockholder is approved by the board of directors of the resident domestic corporation before the person first became an interested stockholder [.] ; or
(b) The combination is approved by the board of directors of the resident domestic corporation and, at or after that time, the combination is approved at an annual or special meeting of the stockholders of the resident domestic corporation, and not by written consent, by the affirmative vote of the holders of stock representing at least 60 percent of the outstanding voting power of the resident domestic corporation not beneficially owned by the interested stockholder or the affiliates or associates of the 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 enter into a transaction by which the person will become an interested stockholder 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 transaction.
Sec. 44. 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] 2 years after 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 3 or all of the requirements specified in NRS 78.441 to 78.444, inclusive [:] , and section 14 of this act:
κ2011 Statutes of Nevada, Page 2788 (CHAPTER 455, SB 405)κ
corporation after the expiration of [3] 2 years after 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 3 or all of the requirements specified in NRS 78.441 to 78.444, inclusive [:] , and section 14 of this act:
1. [A] The combination was approved by the board of directors of the resident domestic corporation before [the date that the] such person first became an interested stockholder.
2. [A combination with an interested stockholder if the] The transaction by which the person first became an interested stockholder was approved by the board of directors of the resident domestic corporation before the person first became an interested stockholder.
3. [A] The combination approved is at an annual or special meeting of the stockholders of the resident domestic corporation held no earlier than 2 years after the date that the person first became an interested stockholder, and not by written consent, by the affirmative vote of the holders of stock representing a majority of the outstanding voting power of the resident domestic corporation not beneficially owned by the interested stockholder [proposing the combination,] or any affiliate or associate of the interested stockholder . [proposing the combination, at a meeting called for that purpose no earlier than 3 years after the date that the person first became an interested stockholder.]
Sec. 45. NRS 78.441 is hereby amended to read as follows:
78.441 [A] As an alternative to a combination [engaged in] satisfying the requirements of subsection 1, 2 or 3 of NRS 78.439, a combination with an interested stockholder of the resident domestic corporation engaged in more than [3] 2 years after the date that the person first became an interested stockholder [may be] is permissible if the requirements of NRS 78.442, 78.443 and 78.444 are satisfied and 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] such 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 or she] the interested stockholder was the beneficial owner, directly or indirectly, of 5 percent or more of the outstanding voting shares of the corporation, for any common shares of the same class or series acquired by the interested stockholder within [3] 2 years immediately before the date of announcement with respect to the combination or within [3] 2 years immediately before, or in, the transaction in which [he or she] the person 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 [,] on that earliest date, 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] that earliest date . [, but no more may be subtracted than the amount of the interest.]
2. The market value per common share on the date of announcement with respect to the combination or on the date that the person first became an interested stockholder, 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 [,] on that date, 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 .
κ2011 Statutes of Nevada, Page 2789 (CHAPTER 455, SB 405)κ
interested 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 [,] on that date, 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. 46. NRS 78.442 is hereby amended to read as follows:
78.442 [A] As an alternative to a combination [engaged in] satisfying the requirements of subsection 1, 2 or 3 of NRS 78.439, a combination with an interested stockholder of the resident domestic corporation engaged in more than [3] 2 years after the date that the person first became an interested stockholder [may be] is permissible if the requirements of NRS 78.441, 78.443 and 78.444 are satisfied and 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 or she] the interested stockholder was the beneficial owner, directly or indirectly, of 5 percent or more of the outstanding voting shares of the corporation, for any shares of that class or series of shares acquired by the interested stockholder within [3] 2 years immediately before the date of announcement with respect to the combination or within [3] 2 years immediately before, or in, the transaction in which [he or she] the person 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 [,] on that earliest date, 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] that earliest date . [, but no more may be subtracted than the amount of the interest.]
2. The amount specified in the articles of incorporation of the resident domestic corporation, including in any certificate of designation for the class or series, to which the holders of shares of the class or series of shares are entitled upon the consummation of a transaction of a type encompassing the combination, determined as if the transaction had been consummated on the date of consummation with respect to the combination or on the date that the interested stockholder first became an interested stockholder, whichever is higher or, if the articles of incorporation, including any certificate of designation, do not so provide, 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.
κ2011 Statutes of Nevada, Page 2790 (CHAPTER 455, SB 405)κ
3. The market value per share of the class or series of shares on the date of announcement with respect to the combination or on the date that the person first became an interested stockholder, 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 [,] on that date, 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. 47. NRS 78.443 is hereby amended to read as follows:
78.443 The consideration to be received by holders of a particular class or series of outstanding shares, including common shares, of the resident domestic corporation in [the] a combination pursuant to NRS 78.441 and 78.442 [,] must be in cash or in the same form as the interested stockholder has used to acquire the largest number of shares of the class or series of shares previously acquired by [it,] the interested stockholder, and the consideration must be distributed promptly.
Sec. 48. NRS 78.444 is hereby amended to read as follows:
78.444 [A combination may be] As an alternative to a combination satisfying the requirements of subsection 1, 2 or 3 of NRS 78.439, a combination with an interested stockholder of the resident domestic corporation engaged in more than 2 years after the date that the person first became an interested stockholder is permissible if the requirements of NRS 78.441, 78.442 and 78.443 are satisfied and, after the date that [the] such person first became an interested 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 the person 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] any transaction or series of transactions not constituting a combination;
3. Through a combination meeting [all of] the [conditions] requirements 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. 49. 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.
2. If the corporation has issued no stock, only the directors need to approve the dissolution.
3. If the corporation has issued stock, the directors must recommend the dissolution to the stockholders. The board of directors may condition its submission of the proposal for dissolution on any lawful basis. The corporation shall notify each stockholder , whether or not entitled to vote on dissolution, of the proposed dissolution and the stockholders entitled to vote must approve the dissolution.
κ2011 Statutes of Nevada, Page 2791 (CHAPTER 455, SB 405)κ
[2.] 4. If the dissolution is approved by the directors or both the directors and stockholders, as respectively provided in [subsection 1,] subsections 2 and 3, the corporation shall file with the [Office of the] Secretary of State a certificate signed by an officer of the corporation 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 addresses, either residence or business, of the corporations president, secretary and treasurer, or the equivalent thereof, and all of its directors.
[3.] 5. The dissolution takes effect [upon] at the time of the filing of the certificate of dissolution with the Secretary of State or upon a later date and time as specified in the certificate, which date must be not more than 90 days after the date on which the certificate is filed. If a certificate of dissolution specifies a later effective date but does not specify an effective time, the certificate is effective at 12:01 a.m. in the Pacific time zone on the specified later date.
Sec. 50. NRS 78.585 is hereby amended to read as follows:
78.585 The dissolution of a corporation does not impair any remedy or cause of action available to or against it or its directors, officers or shareholders arising before its dissolution and commenced within 2 years after the date of the dissolution. [It] The corporation continues as a body corporate for the purpose of prosecuting and defending suits, actions, proceedings and claims of any kind or character by or against it and of enabling it gradually to settle and close its business, to collect its assets, to collect and discharge its obligations, to dispose of and convey its property, [and] to distribute its [assets,] money and other property among the stockholders, after paying or adequately providing for the payment of its liabilities and obligations, and to do every other act to wind up and liquidate its business and affairs, but not for the purpose of continuing the business for which it was established.
Sec. 51. NRS 78.590 is hereby amended to read as follows:
78.590 1. Upon the dissolution of any corporation under the provisions of NRS 78.580, or upon the expiration of the period of its corporate existence, limited by its articles of incorporation, the directors become trustees thereof, with full power to [settle the affairs, collect the outstanding debts, sell and convey the property, real and personal, and divide the] prosecute and defend suits, actions, proceedings and claims of any kind or character by or against the corporation and of enabling the corporation gradually to settle and close its business, to collect its assets, to collect and discharge its obligations, to dispose of and convey its property, and to distribute its money and other property among the stockholders, after paying or adequately providing for the payment of its liabilities and obligations [.] , and to do every other act to wind up and liquidate its business and affairs, but not for the purpose of continuing the business for which the corporation was established.
2. After paying or adequately providing for the liabilities and obligations of the corporation, the trustees, with the written consent of stockholders holding stock in the corporation entitling them to exercise at least a majority of the voting power, may sell the remaining assets or any part thereof to a corporation organized under the laws of this or any other state, and take in payment therefor the stock or bonds, or both, of that corporation and distribute them among the stockholders of the liquidated corporation, in proportion to their interest therein. No such sale is valid as against any stockholder who, within 30 days after the mailing of notice to the stockholder of the sale, applies to the district court for an appraisal of the value of his or her interest in the assets so sold, and unless within 30 days after the appraisal is confirmed by the court the stockholders consenting to the sale, or some of them, pay to the objecting stockholder or deposit for the objecting stockholders account, in the manner directed by the court, the amount of the appraisal.
κ2011 Statutes of Nevada, Page 2792 (CHAPTER 455, SB 405)κ
against any stockholder who, within 30 days after the mailing of notice to the stockholder of the sale, applies to the district court for an appraisal of the value of his or her interest in the assets so sold, and unless within 30 days after the appraisal is confirmed by the court the stockholders consenting to the sale, or some of them, pay to the objecting stockholder or deposit for the objecting stockholders account, in the manner directed by the court, the amount of the appraisal. Upon the payment or deposit the interest of the objecting stockholder vests in the person or persons making the payment or deposit.
3. In winding up and liquidating the business and affairs of the corporation, the trustees have the duties imposed upon them, and the benefit of the presumptions established, by NRS 78.138.
Sec. 52. NRS 78.746 is hereby amended to read as follows:
78.746 1. On application to a court of competent jurisdiction by [a] any judgment creditor of a stockholder, the court may charge the stockholders stock 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 stockholders stock.
2. [This] Subject to the provisions of NRS 78.747, this section:
(a) Provides the exclusive remedy by which a judgment creditor of a stockholder or an assignee of a stockholder may satisfy a judgment out of the stock of the judgment debtor. No other remedy, including, without limitation, foreclosure on the stockholders stock or a court order for directions, accounts and inquiries that the debtor or stockholder might have made, is available to the judgment creditor attempting to satisfy the judgment out of the judgment debtors interest in the corporation, and no other remedy may be ordered by a court.
(b) Does not deprive any stockholder of the benefit of any exemption applicable to the stockholders stock.
(c) Applies only to a corporation that:
(1) Has [more than 1 but] fewer than 100 stockholders of record at any time.
(2) Is not a publicly traded corporation or a subsidiary of a publicly traded corporation, either in whole or in part.
(3) Is not a professional corporation as defined in NRS 89.020.
[(b)] (d) Does not apply to any liability of a stockholder that exists as the result of an action filed before July 1, 2007.
[(c) Provides the exclusive remedy by which a judgment creditor of a stockholder or an assignee of a stockholder may satisfy a judgment out of the stockholders stock of the corporation.
(d) Does not deprive any stockholder of the benefit of any exemption applicable to the stockholders stock.]
(e) Does not supersede any [private] written agreement between a stockholder and a creditor if the [private] written agreement does not conflict with the corporations articles of incorporation, bylaws or any shareholder agreement to which the stockholder is a party.
3. As used in this section, rights of an assignee means the rights to receive the share of the distributions or dividends paid by the corporation to which the judgment debtor would otherwise be entitled. The term does not include the rights to participate in the management of the business or affairs of the corporation or to become a director of the corporation.
κ2011 Statutes of Nevada, Page 2793 (CHAPTER 455, SB 405)κ
Sec. 53. NRS 78.751 is hereby amended to read as follows:
78.751 1. Any discretionary indemnification pursuant to NRS 78.7502, unless ordered by a court or advanced pursuant to subsection 2, may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:
(a) By the stockholders;
(b) By the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;
(c) If a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion; or
(d) If a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.
2. The articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that the director or officer is not entitled to be indemnified by the corporation. The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law.
3. The indemnification pursuant to NRS 78.7502 and advancement of expenses authorized in or ordered by a court pursuant to this section:
(a) Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in the persons official capacity or an action in another capacity while holding office, except that indemnification, unless ordered by a court pursuant to NRS 78.7502 or for the advancement of expenses made pursuant to subsection 2, may not be made to or on behalf of any director or officer if a final adjudication establishes that the directors or officers acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action. A right to indemnification or to advancement of expenses arising under a provision of the articles of incorporation or any bylaw is not eliminated or impaired by an amendment to such provision after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.
(b) Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.
κ2011 Statutes of Nevada, Page 2794 (CHAPTER 455, SB 405)κ
Sec. 54. NRS 78.760 is hereby amended to read as follows:
78.760 1. The fee for filing articles of incorporation is prescribed in the following schedule:
If the amount represented by the total number of shares provided for in the articles is:
$75,000 or less................................................................................................................................................................ $75
Over $75,000 and not over $200,000........................................................................................................................ 175
Over $200,000 and not over $500,000...................................................................................................................... 275
Over $500,000 and not over $1,000,000................................................................................................................... 375
Over $1,000,000:
For the first $1,000,000.......................................................................................................................................... 375
For each additional $500,000 or fraction thereof............................................................................................. 275
2. The maximum fee which may be charged pursuant to this section : [is $35,000 for:]
(a) [The] Is $35,000 for the original filing of the articles of incorporation.
(b) [A] Is $34,925 for a subsequent filing of any instrument which authorizes an increase in stock.
3. For the purposes of computing the filing fees according to the schedule in subsection 1, the amount represented by the total number of shares provided for in the articles of incorporation is:
(a) The aggregate par value of the shares, if only shares with a par value are therein provided for;
(b) The product of the number of shares multiplied by $1, regardless of any lesser amount prescribed as the value or consideration for which shares may be issued and disposed of, if only shares without par value are therein provided for; or
(c) The aggregate par value of the shares with a par value plus the product of the number of shares without par value multiplied by $1, regardless of any lesser amount prescribed as the value or consideration for which the shares without par value may be issued and disposed of, if shares with and without par value are therein provided for.
Κ For the purposes of this subsection, shares with no prescribed par value shall be deemed shares without par value.
4. The Secretary of State shall calculate filing fees pursuant to this section with respect to shares with a par value of less than one-tenth of a cent as if the par value were one-tenth of a cent.
Sec. 55. NRS 78A.180 is hereby amended to read as follows:
78A.180 1. A corporation may voluntarily terminate its status as a close corporation, and cease to be subject to the provisions of this chapter, by amending the certificate of incorporation to delete therefrom the additional provisions required or permitted by NRS 78A.020 to be stated in the certificate of incorporation of a close corporation. An amendment must be adopted and become effective in accordance with NRS 78.390, except that it must be approved by a vote of the holders of record of at least two-thirds of the voting shares of each class of stock of the corporation that are outstanding.
2. The certificate of incorporation of a close corporation may provide that on any amendment to terminate the status as a close corporation, a vote greater than two-thirds or a vote of all shares of any class may be required. If the certificate of incorporation contains such a provision, that provision may not be amended, repealed or modified by any vote less than that required to terminate the status of the corporation as a close corporation.
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the certificate of incorporation contains such a provision, that provision may not be amended, repealed or modified by any vote less than that required to terminate the status of the corporation as a close corporation.
3. A certificate filed pursuant to this section is effective [upon] at the time of the filing of the certificate with the Secretary of State or upon a later date and time as specified in the certificate, which date must not be more than 90 days after the date on which the certificate is filed. If the certificate specifies a later effective date but does not specify an effective time, the certificate becomes effective at 12:01 a.m. in the Pacific time zone on the specified later date.
Sec. 56. (Deleted by amendment.)
Sec. 57. NRS 80.190 is hereby amended to read as follows:
80.190 1. Except as otherwise provided in subsection 2, each foreign corporation doing business in this State shall, not later than the month of March in each year, publish a statement [of its last calendar years business] in two numbers or issues of a newspaper published in this State that has a total weekly circulation of at least 1,000. The statement must include:
(a) The name of the corporation.
(b) The name and title of the corporate officer submitting the statement.
(c) The mailing or street address of the corporations principal office.
(d) The mailing or street address of the corporations office in this State, if one exists.
2. If the corporation keeps its records on the basis of a fiscal year other than the calendar, the statement required by subsection 1 must be published not later than the end of the third month following the close of each fiscal year.
3. A corporation which neglects or refuses to publish a statement as required by this section is liable to a penalty of $100 for each month that the statement remains unpublished.
4. Any district attorney in the State or the Attorney General may sue to recover the penalty. The first county suing through its district attorney shall recover the penalty, and if no suit is brought for the penalty by any district attorney, the State may recover through the Attorney General.
Sec. 58. 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,] 82.041, inclusive, have the meanings ascribed to them in those sections.
Sec. 59. NRS 82.346 is hereby amended to read as follows:
82.346 1. If the first meeting of the directors has not taken place and if there are no members, a majority of the incorporators of a corporation may amend the original articles by signing and proving in the manner required for original articles, and filing with the Secretary of State a certificate amending, modifying, changing or altering the original articles, in whole or in part. The certificate must state that:
(a) The signers thereof are a majority of the original incorporators of the corporation; and
(b) As of the date of the certification, no meeting of the directors has taken place and the corporation has no members other than the incorporators.
2. A certificate filed pursuant to this section is effective [upon] at the time of the filing of the certificate with the Secretary of State or upon a later date and time as specified in the certificate, which date must not be more than 90 days after the date on which the certificate is filed. If a certificate filed pursuant to this section specifies a later effective date but does not specify an effective time, the certificate is effective at 12:01 a.m.
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filed pursuant to this section specifies a later effective date but does not specify an effective time, the certificate is effective at 12:01 a.m. in the Pacific time zone on the specified later date.
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. 60. NRS 82.356 is hereby amended to read as follows:
82.356 1. Except as otherwise provided in NRS 77.340, each amendment adopted pursuant to the provisions of NRS 82.351 must be made in the following manner:
(a) The board of directors must adopt a resolution setting forth the amendment proposed, approve it and, if the corporation has members entitled to vote on an amendment to the articles, call a meeting, either annual or special, of the members. The amendment must also be approved by each public official or other person whose approval of an amendment of articles is required by the articles.
(b) At the meeting of members, of which notice must be given to each member entitled to vote pursuant to the provisions of this section, a vote of the members entitled to vote in person or by proxy must be taken for and against the proposed amendment. A majority of a quorum of the voting power of the members or such greater proportion of the voting power of members as may be required in the case of a vote by classes, as provided in subsection 3, or as may be required by the articles, must vote in favor of the amendment.
(c) Upon approval of the amendment by the directors, or if the corporation has members entitled to vote on an amendment to the articles, by both the directors and those members, and such other persons or public officers, if any, as are required to do so by the articles, an officer of the corporation must sign a certificate setting forth the amendment, or setting forth the articles as amended, that the public officers or other persons, if any, required by the articles have approved the amendment, and the vote of the members and directors by which the amendment was adopted.
(d) The certificate so signed must be filed in the Office of the Secretary of State.
2. A certificate filed pursuant to this section is effective [upon] at the time of the filing of the certificate with the Secretary of State or upon a later date and time as specified in the certificate, which date must not be more than 90 days after the date on which the certificate is filed. If a certificate filed pursuant to this section specifies a later effective date but does not specify an effective time, the certificate is effective at 12:01 a.m. in the Pacific time zone on the specified later date.
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.
κ2011 Statutes of Nevada, Page 2797 (CHAPTER 455, SB 405)κ
Sec. 61. 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 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 must state that the officer has been authorized to sign the certificate by resolution of the board of directors adopted on the date stated, and that the certificate correctly sets forth the text of the articles as amended to the date of the certificate.
3. The following may be omitted from the restated articles:
(a) The names, addresses, signatures and acknowledgments of the incorporators;
(b) The names and addresses of the members of the past and present board of directors; and
(c) The information required pursuant to NRS 77.310.
4. Whenever a corporation is required to file a certified copy of its articles, in lieu thereof it may file a certified copy of the most recent certificate restating its articles as amended, subject to the provisions of subsection 2, together with certified copies of all certificates of amendment filed after the restated articles and certified copies of all certificates supplementary to the original articles.
5. A certificate filed pursuant to this section is effective [upon] at the time of the filing of the certificate with the Secretary of State or upon a later date and time as specified in the certificate, which date must not be more than 90 days after the date on which the certificate is filed. If a certificate filed pursuant to this section specifies a later effective date but does not specify an effective time, the certificate is effective at 12:01 a.m. in the Pacific time zone on the specified later date.
Sec. 62. NRS 82.451 is hereby amended to read as follows:
82.451 1. A corporation may be dissolved and its affairs wound up voluntarily if the board of directors adopts a resolution to that effect and calls a meeting of the members entitled to vote to take action upon the resolution. The resolution must also be approved by any person or superior organization whose approval is required by a provision of the articles authorized by NRS 82.091. The meeting of the members must be held with due notice. If at the meeting the members entitled to exercise a majority of all the voting power consent by resolution to the dissolution, a certificate signed by an officer of the corporation setting forth that the dissolution has been approved in compliance with this section, together with a list of the names and addresses, either residence or business, of the president, the secretary and the treasurer, or the equivalent thereof, and all the directors of the corporation, must be filed in the Office of the Secretary of State.
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.
κ2011 Statutes of Nevada, Page 2798 (CHAPTER 455, SB 405)κ
any person or superior organization whose approval is required by a provision of the articles authorized by NRS 82.091. A certificate setting forth that the dissolution has been approved in compliance with this section and a list of the officers and directors, signed as provided in subsection 1, must be filed in the Office of the Secretary of State.
3. Upon the dissolution of any corporation under the provisions of this section or upon the expiration of its period of corporate existence, the directors are the trustees of the corporation in liquidation and in winding up the affairs of the corporation. The act of a majority of the directors as trustees remaining in office is the act of the directors as trustees.
4. A certificate filed pursuant to this section is effective [upon] at the time of the filing of the certificate with the Secretary of State or upon a later date and time as specified in the certificate, which date must not be more than 90 days after the date on which the certificate is filed. If a certificate filed pursuant to this section specifies a later effective date but does not specify an effective time, the certificate is effective at 12:01 a.m. in the Pacific time zone on the specified later date.
Sec. 63. NRS 82.456 is hereby amended to read as follows:
82.456 1. Actions available to or against a corporation or its directors, officers or members are limited as provided in NRS 78.585.
2. A corporation dissolved under this chapter and its directors, trustees, receivers, members, creditors and the district court have all the rights, duties and liabilities they have with respect to dissolved corporations governed by chapter 78 of NRS as provided by NRS 78.585 [, 78.595] and 78.615.
3. The district court and the clerk of the court have the same powers and duties with respect to dissolved corporations governed by this chapter as they have with respect to dissolved corporations governed by chapter 78 of NRS as provided in NRS 78.600, 78.605, 78.615 and 78.620.
Sec. 64. 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,] 86.1255, inclusive, have the meanings ascribed to them in those sections.
Sec. 65. NRS 86.201 is hereby amended to read as follows:
86.201 1. A limited-liability company is considered legally organized pursuant to this chapter : [upon:]
(a) [Filing] At the time of the filing of the articles of organization with the Secretary of State , [or] upon a later date and time as specified in the articles [of organization;] , which date must not be more than 90 days after the date on which the articles are filed or, if the articles specify a later effective date but do not specify an effective time, at 12:01 a.m. in the Pacific time zone on the specified later date, whichever is applicable; and
(b) [Paying] Upon paying the required filing fees to the Secretary of State.
2. A limited-liability company must not transact business or incur indebtedness, except that which is incidental to its organization or to obtaining subscriptions for or payment of contributions, until the company is considered legally organized pursuant to subsection 1.
3. A limited-liability company is an entity distinct from its managers and members.
Sec. 66. NRS 86.216 is hereby amended to read as follows:
86.216 1. For any limited-liability company where management is vested in one or more managers and where no members interest in the limited-liability company has been issued, at least two-thirds of the organizers or the managers of the limited-liability company may amend the articles of organization of the limited-liability company by signing and filing with the Secretary of State a certificate amending, modifying, changing or altering the articles, in whole or in part.
κ2011 Statutes of Nevada, Page 2799 (CHAPTER 455, SB 405)κ
limited-liability company has been issued, at least two-thirds of the organizers or the managers of the limited-liability company may amend the articles of organization of the limited-liability company by signing and filing with the Secretary of State a certificate amending, modifying, changing or altering the articles, in whole or in part. The certificate must state that:
(a) The signers thereof are at least two-thirds of the organizers or the managers of the limited-liability company, and state the name of the limited-liability company; and
(b) As of the date of the certificate, no members interest in the limited-liability company has been issued.
2. A certificate filed pursuant to this section is effective [upon] at the time of the filing of the certificate with the Secretary of State or upon a later date and time as specified in the certificate, which date must not be more than 90 days after the date on which the certificate is filed. If a certificate filed pursuant to this section specifies a later effective date but does not specify an effective time, the certificate is effective at 12:01 a.m. in the Pacific time zone on the specified later date.
3. If a certificate filed pursuant to this section specifies [an] a later effective date and if no members interest in the limited-liability company has been issued, the managers of the limited-liability company may terminate the effectiveness of the certificate by filing a certificate of termination with the Secretary of State that:
(a) Is filed before the effective date specified in the certificate filed with the Secretary of State pursuant to subsection 1;
(b) Identifies the certificate being terminated;
[(b)] (c) States that no members interest in the limited-liability company has been issued;
[(c)] (d) States that the effectiveness of the certificate has been terminated;
[(d)] (e) Is signed by at least two-thirds of the managers; and
[(e)] (f) Is accompanied by a filing fee of $175.
4. This section does not permit the insertion of any matter not in conformity with this chapter.
Sec. 67. 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. Except as otherwise provided in NRS 77.340, an amendment must be made in the form of a certificate setting forth:
(a) The name of the limited-liability company;
(b) Whether the limited-liability company is managed by managers or members; and
(c) The amendment to the articles of organization.
3. The certificate of amendment must be signed by a manager of the company or, if management is not vested in a manager, by a member.
4. Restated articles of organization may be signed and filed in the same manner as a certificate of amendment. If the certificate alters or amends the articles in any manner, it must be accompanied by a 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.
5. The following may be omitted from the restated articles of organization:
κ2011 Statutes of Nevada, Page 2800 (CHAPTER 455, SB 405)κ
(a) The names, addresses, signatures and acknowledgments of the organizers;
(b) The names and addresses of the past and present members or managers; and
(c) The information required pursuant to NRS 77.310.
6. A certificate of amendment or restated articles of organization filed pursuant to this section are effective at the time of the filing of the certificate or restated articles with the Secretary of State or upon a later date and time as specified in the certificate or restated articles, which date must not be more than 90 days after the date on which the certificate or restated articles are filed. If a certificate or restated articles filed pursuant to this section specify a later effective date but do not specify an effective time, the certificate or restated articles are effective at 12:01 a.m. in the Pacific time zone on the specified later date.
Sec. 68. NRS 86.226 is hereby amended to read as follows:
86.226 1. A signed certificate of amendment, or a certified copy of a judicial decree of amendment, must be filed with the Secretary of State. A person who signs a certificate as an agent, officer or fiduciary of the limited-liability company need not exhibit evidence of his or her authority as a prerequisite to filing. Unless the Secretary of State finds that a certificate does not conform to law, upon receipt of all required filing fees the Secretary of State shall file the certificate.
2. A certificate of amendment or judicial decree of amendment is effective [upon] at the time of the filing of the certificate or judicial decree with the Secretary of State or upon a later date and time as specified in the certificate or judicial decree, which date must not be more than 90 days after the certificate or judicial decree is filed. If a certificate or judicial decree filed pursuant to subsection 1 specifies a later effective date but does not specify an effective time, the certificate or judicial decree is effective at 12:01 a.m. in the Pacific time zone on the specified later date.
3. If a certificate filed pursuant to subsection 1 specifies [an] a later effective date or a later effective date and time 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 and time specified in the certificate [or judicial decree] filed pursuant to subsection 1 [;] or, if the certificate specifies a later effective date but does not specify an effective time, on or before the day preceding the specified later date;
(b) Identifies the certificate being terminated;
(c) States that, pursuant to the resolution of the members, the manager of the company or, if management is not vested in a manager, a designated member is authorized to terminate the effectiveness of the certificate;
(d) States that the effectiveness of the certificate has been terminated;
(e) Is signed by a manager of the company or, if management is not vested in a manager, a designated member; and
(f) Is accompanied by a filing fee of $175.
Sec. 69. NRS 86.401 is hereby amended to read as follows:
86.401 1. On application to a court of competent jurisdiction by [a] any judgment creditor of a member, the court may charge the members interest with payment of the unsatisfied amount of the judgment with interest.
κ2011 Statutes of Nevada, Page 2801 (CHAPTER 455, SB 405)κ
interest 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 members interest.
2. This section:
(a) Provides the exclusive remedy by which a judgment creditor of a member or an assignee of a member may satisfy a judgment out of the members interest of the judgment debtor [.] , whether the limited-liability company has one member or more than one member. No other remedy, including, without limitation, foreclosure on the members interest or a court order for directions, accounts and inquiries that the debtor or member might have made, is available to the judgment creditor attempting to satisfy the judgment out of the judgment debtors interest in the limited-liability company, and no other remedy may be ordered by a court.
(b) Does not deprive any member of the benefit of any exemption applicable to his or her interest.
(c) Does not supersede any written agreement between a member and a creditor if the written agreement does not conflict with the limited-liability companys articles of organization or operating agreement.
Sec. 70. NRS 86.541 is hereby amended to read as follows:
86.541 1. The signed articles of dissolution must be filed with the Secretary of State. Articles of dissolution are effective [upon] at the time of the filing of the articles with the Secretary of State or upon a later date and time as specified in the articles, which date must not be more than 90 days after the date on which the articles are filed. If the articles filed pursuant to this section specify a later effective date but do not specify an effective time, the articles are effective at 12:01 a.m. in the Pacific time zone on the specified later date.
2. [Upon] At the time of the filing of the articles of dissolution [or] with the Secretary of State, upon a later date and time as specified in the articles [,] , which date must not be more than 90 days after the date on which the articles are filed or, if the articles filed pursuant to this section specify a later effective date but do not specify an effective time, at 12:01 a.m. in the Pacific time zone on the specified later date, whichever is applicable, the existence of the company ceases, except for the purpose of suits, other proceedings and appropriate action as provided in this chapter. The manager or managers in office at the time of dissolution, or the survivors of them, are thereafter trustees for the members and creditors of the dissolved company and as such have authority to distribute any property of the company discovered after dissolution, convey real estate and take such other action as may be necessary on behalf of and in the name of the dissolved company.
Sec. 71. NRS 86.547 is hereby amended to read as follows:
86.547 1. A foreign limited-liability company may cancel its registration by filing with the Secretary of State a certificate of cancellation signed by a manager of the company or, if management is not vested in a manager, a member of the company. The certificate, which must be accompanied by the required fees, must set forth:
(a) The name of the foreign limited-liability company;
(b) The effective date and time of the cancellation if other than the [date] time of the filing of the certificate of cancellation [,] with the Secretary of State, which date must not be more than 90 days after the date on which the certificate is filed; and
κ2011 Statutes of Nevada, Page 2802 (CHAPTER 455, SB 405)κ
(c) Any other information deemed necessary by the manager of the company or, if management is not vested in a manager, a member of the company.
2. If a certificate filed pursuant to this section specifies a later effective date but does not specify an effective time, the cancellation of the registration is effective at 12:01 a.m. in the Pacific time zone on the specified later date.
3. A cancellation pursuant to this section does not terminate the authority of the Secretary of State to accept service of process on the foreign limited-liability company with respect to causes of action arising from the transaction of business in this State by the foreign limited-liability company.
Sec. 72. NRS 87.001 is hereby amended to read as follows:
87.001 As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 87.002 [to 87.008, inclusive,] and 87.007 have the meanings ascribed to them in those sections.
Sec. 73. NRS 87.460 is hereby amended to read as follows:
87.460 1. A certificate of registration of a registered limited-liability partnership may be amended by filing with the Secretary of State a certificate of amendment. The certificate of amendment must set forth:
(a) The name of the registered limited-liability partnership; and
(b) The change to the information contained in the original certificate of registration or any other certificates of amendment.
2. The certificate of amendment must be:
(a) Signed by a managing partner of the registered limited-liability partnership; and
(b) Accompanied by a fee of $175.
3. A certificate filed pursuant to this section is effective [upon] at the time of the filing of the certificate with the Secretary of State or upon a later date and time as specified in the certificate, which date must not be more than 90 days after the date on which the certificate is filed. If a certificate filed pursuant to this section specifies a later effective date but does not specify an effective time, the certificate is effective at 12:01 a.m. in the Pacific time zone on the specified later date.
Sec. 74. NRS 87A.240 is hereby amended to read as follows:
87A.240 1. In order to amend its certificate of limited partnership, a limited partnership must deliver to the Secretary of State for filing an amendment or articles of merger stating:
(a) The name of the limited partnership; and
(b) The changes the amendment makes to the certificate as most recently amended or restated.
2. A limited partnership shall promptly deliver to the Secretary of State for filing an amendment to a certificate of limited partnership to reflect:
(a) The admission of a new general partner;
(b) The withdrawal of a person as a general partner; or
(c) The appointment of a person to wind up the limited partnerships activities under subsection 3 or 4 of NRS 87A.500.
3. A general partner that knows that any information in a filed certificate of limited partnership was false when the certificate was filed or has become false due to changed circumstances shall promptly:
(a) Cause the certificate to be amended; or
(b) If appropriate, deliver to the Secretary of State for filing a certificate of correction pursuant to NRS 87A.275.
κ2011 Statutes of Nevada, Page 2803 (CHAPTER 455, SB 405)κ
4. A certificate of limited partnership may be amended at any time for any other proper purpose as determined by the limited partnership.
5. A restated certificate of limited partnership may be delivered to the Secretary of State for filing in the same manner as an amendment.
6. An amendment or restated certificate is effective [when filed by] at the time of the filing of the amendment or restated certificate with the Secretary of State or upon a later date and time as specified in the amendment or restated certificate, which date must not be more than 90 days after the date on which the amendment or restated certificate is filed. If an amendment or restated certificate filed pursuant to this section specifies a later effective date but does not specify an effective time, the amendment or restated certificate is effective at 12:01 a.m. in the Pacific time zone on the specified later date.
Sec. 75. NRS 87A.480 is hereby amended to read as follows:
87A.480 1. On application to a court of competent jurisdiction by any judgment creditor of a partner , [or transferee,] the court may charge the [transferable] partnership interest of the [judgment debtor] 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 [a transferee. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect] an assignee of the partnership [and make all other orders, directions, accounts and inquiries the judgment debtor might have made or which the circumstances of the case may require to give effect to the charging order.] interest.
2. [A charging order constitutes a lien on the judgment debtors transferable interest. The court may order a foreclosure upon the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee.
3. At any time before foreclosure, an interest charged may be redeemed:
(a) By the judgment debtor;
(b) With property other than limited partnership property, by one or more of the other partners; or
(c) With limited partnership property, by the limited partnership with the consent of all partners whose interests are not so charged.
4. This chapter does not deprive any partner or transferee of the benefit of any exemption laws applicable to the partners or transferees transferable interest.
5.] This section [provides] :
(a) Provides the exclusive remedy by which a judgment creditor of a partner or [transferee] an assignee of a partner may satisfy a judgment out of the partnership interest of the judgment [debtors transferable interest.] debtor. No other remedy, including, without limitation, foreclosure on the partners partnership interest or a court order for directions, accounts and inquiries that the debtor or partner might have made, is available to the judgment creditor attempting to satisfy the judgment out of the judgment debtors interest in the limited partnership, and no other remedy may be ordered by a court.
(b) Does not deprive any partner of the benefit of any exemption laws applicable to the partnership interest of the partner.
κ2011 Statutes of Nevada, Page 2804 (CHAPTER 455, SB 405)κ
(c) Does not supersede any written agreement between a partner and creditor if the written agreement does not conflict with the partnerships certificate of limited partnership or partnership agreement.
Sec. 76. NRS 87A.605 is hereby amended to read as follows:
87A.605 1. A foreign limited partnership may cancel its registration by filing with the Secretary of State a certificate of cancellation signed by a general partner. The certificate must set forth:
[1.] (a) The name of the foreign limited partnership;
[2.] (b) The reason for filing the certificate of cancellation;
[3.] (c) The effective date and time of the cancellation if other than the [date] time of the filing of the certificate [,] with the Secretary of State, which date must not be more than 90 days after the date on which the certificate is filed; and
[4.] (d) Any other information deemed necessary by the general partners of the partnership.
Κ A cancellation does not terminate the authority of the Secretary of State to accept service of process on the foreign limited partnership with respect to causes of action arising out of the transactions of business in this State.
2. If a certificate filed pursuant to subsection 1 specifies a later effective date but does not specify an effective time, the cancellation of the registration is effective at 12:01 a.m. in the Pacific time zone on the specified later date.
Sec. 77. NRS 87A.630 is hereby amended to read as follows:
87A.630 1. To become a registered limited-liability limited partnership, a limited partnership shall file with the Secretary of State a certificate of registration stating each of the following:
(a) The name of the limited partnership.
(b) The street address of its principal office.
(c) The information required pursuant to NRS 77.310.
(d) The name and business address of each organizer signing the certificate.
(e) The name and business address of each initial general partner.
(f) That the limited partnership thereafter will be a registered limited-liability limited partnership.
(g) Any other information that the limited partnership wishes to include.
2. The certificate of registration must be signed by the vote necessary to amend the partnership agreement or, in the case of a partnership agreement that expressly considers contribution obligations, the vote necessary to amend those provisions.
3. The Secretary of State shall register as a registered limited-liability limited partnership any limited partnership that submits a completed certificate of registration with the required fee.
4. A partnership may register as a registered limited-liability limited partnership at the time it files a certificate of limited partnership by filing a combined certificate of limited partnership and limited-liability limited partnership with the Secretary of State and paying the fees prescribed in subsections 1 and 2 of NRS 87A.315.
5. The registration of a registered limited-liability limited partnership is effective [on] at the [later of the] time of the filing of the certificate of registration with the Secretary of State or upon a later date and time as specified in the certificate of registration [.] , which date must not be more than 90 days after the date on which the certificate of registration is filed.
κ2011 Statutes of Nevada, Page 2805 (CHAPTER 455, SB 405)κ
If the certificate of registration specifies a later effective date but does not specify an effective time, the certificate of registration is effective at 12:01 a.m. in the Pacific time zone on the specified later date.
Sec. 78. 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 or her 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 a jurisdiction other than this State and having as partners one or more general partners and one or more limited partners.
5. Foreign registered limited-liability limited partnership means a foreign limited-liability limited partnership:
(a) Formed pursuant to an agreement governed by the laws of another state; and
(b) Registered pursuant to and complying with NRS 88.570 to 88.605, inclusive, and 88.609.
6. 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.
7. Limited partner means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement.
8. 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, including a restricted limited partnership.
9. Partner means a limited or general partner.
10. 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.
11. Partnership interest means a partners share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.
12. [Record means information that is inscribed on tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
13.] Registered limited-liability limited partnership means a limited partnership:
(a) Formed pursuant to an agreement governed by this chapter; and
(b) Registered pursuant to and complying with NRS 88.350 to 88.415, inclusive, 88.606, 88.6065 and 88.607.
[14.] 13. Registered agent has the meaning ascribed to it in NRS 77.230.
[15.] 14. Registered office means the office maintained at the street address of the registered agent.
κ2011 Statutes of Nevada, Page 2806 (CHAPTER 455, SB 405)κ
[16.] 15. Restricted limited partnership means a limited partnership organized and existing under this chapter that elects to include the optional provisions permitted by NRS 88.350.
[17. Sign means to affix a signature to a record.
18. 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 or herself and adopt or accept a record. The term includes, without limitation, an electronic signature as defined in NRS 719.100.
19.] 16. State means a state, territory or possession of the United States, the District of Columbia or the Commonwealth of Puerto Rico.
[20. Street address of a registered agent means the actual physical location in this State at which a registered agent is available for service of process.]
Sec. 79. 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 registered agent, have changed, making the certificate inaccurate in any respect, shall promptly amend the certificate.
4. A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine.
5. No person has any liability because an amendment to a certificate of limited partnership has not been filed to reflect the occurrence of any event referred to in subsection 2 if the amendment is filed within the 30-day period specified in subsection 2.
6. A certificate of amendment filed pursuant to this section is effective [upon] at the time of the filing of the certificate with the Secretary of State or upon a later date and time as specified in the certificate, which date must not be more than 90 days after the date on which the certificate is filed. If a certificate filed pursuant to this section specifies a later effective date but does not specify an effective time, the certificate is effective at 12:01 a.m. in the Pacific time zone on the specified later date.
7. A restated certificate of limited partnership may be signed and filed in the same manner as a certificate of amendment. If the certificate alters or amends the certificate of limited partnership in any manner, it must be accompanied by a 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.
κ2011 Statutes of Nevada, Page 2807 (CHAPTER 455, SB 405)κ
Sec. 80. NRS 88.360 is hereby amended to read as follows:
88.360 1. A certificate of limited partnership must be cancelled upon the dissolution and the commencement of winding up of the partnership or at any other time there are no limited partners. A certificate of cancellation must be filed in the Office of the Secretary of State and set forth:
[1.] (a) The name of the limited partnership;
[2.] (b) The reason for filing the certificate of cancellation;
[3.] (c) The effective date and time of the cancellation if other than the [date] time of the filing of the certificate [,] with the Secretary of State, which date must not be more than 90 days after the date on which the certificate is filed; and
[4.] (d) Any other information the general partners filing the certificate determine.
2. If a certificate filed pursuant to subsection 1 specifies a later effective date but does not specify an effective time, the cancellation of the certificate of limited partnership is effective at 12:01 a.m. in the Pacific time zone on the specified later date.
Sec. 81. NRS 88.380 is hereby amended to read as follows:
88.380 1. A signed copy of the certificate of limited partnership and of any certificates of amendment or cancellation or of any judicial decree of amendment or cancellation must be delivered to the Secretary of State. A person who signs a certificate as an agent or fiduciary need not exhibit evidence of his or her 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 the Secretary of State shall file the certificate.
2. [Upon] At the time of the filing of a certificate of amendment or judicial decree of amendment with the Secretary of State , [or] upon a later date and time as specified in the certificate [,] or judicial decree, which date must not be more than 90 days after the date on which the certificate or judicial decree is filed [,] or, if a certificate or judicial decree filed pursuant to this section specifies a later effective date but does not specify an effective time, at 12:01 a.m. in the Pacific time zone on the specified later date, whichever is applicable, the certificate of limited partnership is amended as set forth therein . [, and upon the effective date]
3. At the time of the filing of a certificate of cancellation or a judicial decree thereof [,] with the Secretary of State, upon a later date and time as specified in the certificate or judicial decree, which date must not be more than 90 days after the date on which the certificate or judicial decree is filed or, if a certificate or judicial decree filed pursuant to this section specifies a later effective date but does not specify an effective time, at 12:01 a.m. in the Pacific time zone on the specified later date, whichever is applicable, the certificate of limited partnership is cancelled.
Sec. 82. 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. This section:
(a) 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.
κ2011 Statutes of Nevada, Page 2808 (CHAPTER 455, SB 405)κ
partnership interest of the judgment debtor. No other remedy, including, without limitation, foreclosure on the partners partnership interest or a court order for directions, accounts and inquiries that the debtor or partner might have made, is available to the judgment creditor attempting to satisfy the judgment out of the judgment debtors interest in the limited partnership, and no other remedy may be ordered by a court.
(b) Does not deprive any partner of the benefit of any exemption laws applicable to the partnership interest of the partner.
(c) Does not supersede any written agreement between a partner and creditor if the written agreement does not conflict with the partnerships certificate of limited partnership or partnership agreement.
Sec. 83. NRS 88.595 is hereby amended to read as follows:
88.595 1. A foreign limited partnership may cancel its registration by filing with the Secretary of State a certificate of cancellation signed by a general partner. The certificate must set forth:
[1.] (a) The name of the foreign limited partnership;
[2.] (b) The reason for filing the certificate of cancellation;
[3.] (c) The effective date and time of the cancellation if other than the [date] time of the filing of the certificate [,] with the Secretary of State, which date must not be more than 90 days after the date on which the certificate is filed; and
[4.] (d) Any other information deemed necessary by the general partners of the partnership.
Κ A cancellation does not terminate the authority of the Secretary of State to accept service of process on the foreign limited partnership with respect to causes of action arising out of the transactions of business in this State.
2. If a certificate filed pursuant to subsection 1 specifies a later effective date but does not specify an effective time, the cancellation of the registration is effective at 12:01 a.m. in the Pacific time zone on the specified later date.
Sec. 84. NRS 88A.030 is hereby amended to read as follows:
88A.030 Business trust means an unincorporated association which:
1. Is created by a [trust] governing instrument under which property is held, administered, managed, controlled, invested, reinvested or operated, or any combination of these, or business or professional activities for profit are carried on, by a trustee or trustees for the benefit of the persons entitled to a beneficial interest in the trust property [;] or as otherwise provided in the governing instrument; and
2. Files a certificate of trust pursuant to NRS 88A.210.
Κ The term includes, without limitation, a trust of the type known at common law as a business trust or Massachusetts trust, a trust qualifying as a real estate investment trust pursuant to 26 U.S.C. §§ 856 et seq., as amended, or any successor provision, or a trust qualifying as a real estate mortgage investment conduit pursuant to 26 U.S.C. § 860D, as amended, or any successor provision.
Sec. 85. NRS 88A.050 is hereby amended to read as follows:
88A.050 Governing instrument means [the] any one or more instruments, whether referred to as a trust instrument , declaration of trust or otherwise, that [creates] create a trust and [provides] provide for the governance of its affairs and the conduct of its business.
κ2011 Statutes of Nevada, Page 2809 (CHAPTER 455, SB 405)κ
Sec. 86. NRS 88A.210 is hereby amended to read as follows:
88A.210 1. One or more persons may create a business trust by adopting a governing instrument and signing and filing with the Secretary of State a certificate of trust. The certificate of trust must set forth:
(a) The name of the business trust;
(b) The name and address, either residence or business, of at least one trustee;
(c) The information required pursuant to NRS 77.310;
(d) The name and 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 with the Secretary of State and the payment to the Secretary of State of the required filing fee, the Secretary of State shall issue to the business trust a certificate that the required records with the required content have been filed. From the date of that filing, the business trust is legally formed pursuant to this chapter.
3. Except as otherwise provided in the governing instrument, a business trust organized on or after October 1, 2011, is deemed to be an entity separate from its trustee or trustees and beneficial owner. Except as otherwise provided in the governing instrument, a business trust may hold or take title to property in its own name, or in the name of a trustee in the trustees capacity as trustee, whether in an active, passive or custodial capacity. The provisions of this subsection do not change the status of any business trust existing as an entity or aggregation before October 1, 2011.
4. Neither the use of the designation business trust nor a statement in a governing instrument or certificate of trust to the effect that the trust formed thereby is or will qualify as a business trust under this chapter creates a presumption or inference that the trust so formed is a business trust for the purposes of Title 11 of the United States Code.
Sec. 87. NRS 88A.250 is hereby amended to read as follows:
88A.250 [Upon the filing of a]
1. A certificate of amendment or restatement filed with the Secretary of State [, or upon the future effective] pursuant to this chapter is effective:
(a) At the time of the filing of the certificate or restatement with the Secretary of State;
(b) Upon a later date [of such a] and time as specified in the certificate [as provided for therein,] , which date must not be more than 90 days after the date on which the certificate or restatement is filed with the Secretary of State; or
(c) If the certificate or restatement specifies a later effective date but does not specify an effective time, at 12:01 a.m. in the Pacific time zone on the specified later date.
Κ At the effective time of the certificate or restatement, the certificate of trust is amended or restated as set forth [. Upon the filing of a] in the certificate or restatement.
2. A certificate of cancellation [,] or the articles of merger in which the business trust is not a surviving entity [,] are effective:
(a) At the time of the filing of the certificate or articles with the Secretary of State [, or upon the future effective] ;
(b) Upon a later date [of the] and time as specified in the certificate or articles, which date must not be more than 90 days after the date on which the certificate or articles are filed with the Secretary of State; or
κ2011 Statutes of Nevada, Page 2810 (CHAPTER 455, SB 405)κ
(c) If the certificate or articles specify a later effective date but do not specify an effective time, at 12:01 a.m. in the Pacific time zone on the specified later date.
Κ At the effective time of the certificate or articles, the certificate of trust is cancelled.
Sec. 88. NRS 88A.260 is hereby amended to read as follows:
88A.260 1. Except as otherwise provided in the certificate of trust, the governing instrument or this chapter, a business trust has perpetual existence and may not be terminated or revoked by a beneficial owner or other person except in accordance with the certificate of trust or governing instrument.
2. Except as otherwise provided in the certificate of trust or the governing instrument, the death, incapacity, dissolution, termination or bankruptcy of a beneficial owner does not result in the termination or dissolution of a business trust.
3. An artificial person formed or organized pursuant to the laws of a foreign nation or other foreign jurisdiction or the laws of another state shall not be deemed to be doing business in this State solely because it is a beneficial owner or trustee of a business trust.
4. The provisions of NRS 662.245 do not apply to the appointment of a trustee of a business trust formed pursuant to this chapter.
5. A business trust or any series thereof does not terminate because the same person is the sole trustee and sole beneficial owner.
Sec. 89. NRS 88A.360 is hereby amended to read as follows:
88A.360 [To the extent that, at law or in equity,]
1. Except as otherwise provided in the governing instrument but subject to the provisions of subsection 3, a trustee [has duties, fiduciary or otherwise, and liabilities relating thereto to a] shall act in good faith and in a manner the trustee reasonably believes to be in the best interest of the business trust . [or beneficial owner:
1.] 2. If there is at least one trustee of a series trust that, in discharging its duties, is obligated to consider the interests of the trust and all series thereof, the governing instrument may provide that one or more other trustees, in discharging their duties, may consider only the interest of the trust or one or more series thereof.
3. The governing instrument may expand, restrict or eliminate the duties of the trustee of a business trust, except that a governing instrument may not eliminate the implied contractual covenant of good faith and fair dealing.
4. If the trustee acts pursuant to a governing instrument, the trustee is not liable to the business trust or to a beneficial owner for the trustees reliance in good faith on the provisions of the governing instrument . [; and
2. The duties and liabilities of the trustee may be expanded or restricted by provisions in the governing instrument.]
Sec. 90. NRS 88A.420 is hereby amended to read as follows:
88A.420 1. A certificate of trust must be cancelled upon the completion or winding up of the business trust and its termination. A certificate of cancellation must be signed by a trustee, filed with the Secretary of State, and set forth:
κ2011 Statutes of Nevada, Page 2811 (CHAPTER 455, SB 405)κ
[1.] (a) The name of the business trust;
[2.] (b) The effective date and time of the cancellation if other than the [date] time of the filing of the certificate, which date must not be more than 90 days after the date on which the certificate is filed; and
[3.] (c) Any other information the trustee determines to include.
2. If a certificate filed pursuant to subsection 1 specifies a later effective date but does not specify an effective time, the cancellation of the certificate of trust is effective at 12:01 a.m. in the Pacific time zone on the specified later date.
Sec. 91. NRS 88A.740 is hereby amended to read as follows:
88A.740 1. A foreign business trust may cancel its registration by filing with the Secretary of State a certificate of cancellation signed by a trustee. The certificate must set forth:
[1.] (a) The name of the foreign business trust;
[2.] (b) The effective date and time of the cancellation if other than the [date] time of the filing of the certificate, which date must not be more than 90 days after the date on which the certificate is filed; and
[3.] (c) Any other information deemed necessary by the trustee.
Κ A cancellation does not terminate the authority of the Secretary of State to accept service of process on the foreign business trust with respect to causes of action arising out of the transaction of business in this State.
2. If a certificate filed pursuant to subsection 1 specifies a later effective date but does not specify an effective time, the cancellation of the registration is effective at 12:01 a.m. in the Pacific time zone on the specified later date.
Sec. 92. NRS 89.020 is hereby amended to read as follows:
89.020 As used in this chapter, unless the context requires otherwise:
1. Articles means either the articles of incorporation of a professional corporation or the articles of organization of a professional limited-liability company.
2. Employee means a person licensed or otherwise legally authorized to render professional service within this State who renders such service through a professional entity 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.
3. Licensed means legally authorized by the appropriate regulating board of this State to engage in a regulated profession in this State.
4. Owner means the owner of stock in a professional corporation or the owner of a members interest, as defined in NRS 86.091, in a professional limited-liability company.
5. Owners interest means the stock of a professional corporation or a members interest, as defined in NRS 86.091, of a professional limited-liability company.
6. 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.
κ2011 Statutes of Nevada, Page 2812 (CHAPTER 455, SB 405)κ
(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.
7. Professional corporation means a corporation organized under this chapter to render a professional service.
8. Professional entity means either a professional corporation or a professional limited-liability company.
9. Professional limited-liability company means a limited-liability company organized pursuant to this chapter to render professional service.
10. 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.
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.] Regulating board means the body which regulates and authorizes the admission to the profession which a professional entity or a professional association is authorized to perform.
[13. Sign means to affix a signature to a record.
14. 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 or herself and adopt or accept a record. The term includes, without limitation, an electronic signature as defined in NRS 719.100.]
Sec. 93. Chapter 92A of NRS is hereby amended by adding thereto a new section to read as follows:
Any notice or other communication sent pursuant to any provision of this chapter may be delivered by electronic transmission pursuant to section 11 of this act.
Sec. 94. 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.097,] 92A.092, inclusive, have the meanings ascribed to them in those sections.
Sec. 95. NRS 92A.105 is hereby amended to read as follows:
92A.105 1. Except as limited by NRS 78.411 to 78.444, inclusive, and section 14 of this act one domestic general partnership or one domestic entity, except a domestic nonprofit corporation, may convert into a domestic entity of a different type or into a foreign entity if [the] a plan of conversion is approved pursuant to the provisions of this chapter.
2. The plan of conversion must be in writing and set forth the:
(a) Name of the constituent entity and the proposed name for the resulting entity;
(b) Jurisdiction of the law that governs the constituent entity;
(c) Jurisdiction of the law that will govern the resulting entity;
(d) Terms and conditions of the conversion;
(e) Manner and basis, if any, of converting the owners interest of the constituent entity or the interest of a partner in a general partnership [of] that is the constituent entity into owners interests, rights of purchase and other securities in the resulting entity or cancelling such owners interests in whole or in part; and
κ2011 Statutes of Nevada, Page 2813 (CHAPTER 455, SB 405)κ
(f) Full text of the charter documents of the resulting entity.
3. The plan of conversion may set forth other provisions relating to the conversion.
Sec. 96. NRS 92A.130 is hereby amended to read as follows:
92A.130 1. Action by the stockholders of a surviving domestic corporation on a plan of merger is not required if:
(a) The articles of incorporation of the surviving domestic corporation will not differ from its articles before the merger;
(b) Each stockholder of the surviving domestic corporation whose shares were outstanding immediately before the effective date of the merger will hold the same number of shares, with identical designations, preferences, limitations and relative rights immediately after the merger;
(c) The number of voting shares [outstanding immediately after the merger, plus the number of voting shares] issued and issuable as a result of the merger [, either by the conversion of securities issued pursuant to the merger or the exercise of rights and warrants issued pursuant to the merger,] will not exceed [by more than] 20 percent of the total number of voting shares of the surviving domestic corporation outstanding immediately before the merger; and
(d) The number of participating shares [outstanding immediately after the merger, plus the number of participating shares] issued and issuable as a result of the merger [, either by the conversion of securities issued pursuant to the merger or the exercise of rights and warrants issued pursuant to the merger,] will not exceed [by more than] 20 percent of the total number of participating shares outstanding immediately before the merger.
2. As used in this section:
(a) Participating shares means shares that entitle their holders to participate without limitation in distributions.
(b) Voting shares means shares that entitle their holders to vote unconditionally in elections of directors.
Sec. 97. NRS 92A.195 is hereby amended to read as follows:
92A.195 1. One foreign entity or foreign general partnership may convert into one domestic entity if:
(a) The conversion is permitted by the law of the jurisdiction governing the foreign entity or foreign general partnership and the foreign entity or foreign general partnership complies with that law in effecting the conversion;
(b) The foreign entity or foreign general partnership complies with the applicable provisions of NRS 92A.205 [and, if it is the resulting entity in the conversion, with NRS 92A.210 to 92A.240, inclusive;] , 92A.207, 92A.210, 92A.230 and 92A.240; and
(c) The resulting domestic entity complies with the applicable provisions of NRS [92A.105,] 92A.205 and 92A.220.
2. One domestic entity or domestic general partnership may convert into one foreign entity if:
(a) The conversion is permitted by the law of the jurisdiction governing the resulting foreign entity and the resulting foreign entity complies with that law in effecting the conversion; and
(b) The domestic entity complies with the applicable provisions of NRS 92A.105, 92A.120, 92A.135, 92A.140 , [and] 92A.165 , [and, if it is the resulting entity in the conversion, with NRS] 92A.205 [to] , 92A.207, 92A.210, 92A.230 and 92A.240 . [, inclusive.
κ2011 Statutes of Nevada, Page 2814 (CHAPTER 455, SB 405)κ
2.] 3. When [the] a conversion pursuant to subsection 2 takes effect, the resulting foreign entity [in a conversion] shall be deemed to have appointed the Secretary of State as its agent for service of process in a proceeding to enforce any obligation. Service of process must be made personally by delivering to and leaving with the Secretary of State duplicate copies of the process and the payment of a fee of $100 for accepting and transmitting the process. The Secretary of State shall send one of the copies of the process by registered or certified mail to the resulting entity at its specified address, unless the resulting 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.
Sec. 98. NRS 92A.240 is hereby amended to read as follows:
92A.240 1. A merger, conversion or exchange takes effect [upon] :
(a) At the time of the filing of the articles of merger, conversion or exchange [or upon] with the Secretary of State;
(b) Upon a later date and time as specified in the articles, which date must not be more than 90 days after the date on which the articles are filed [.] ; or
(c) If the articles specify a later effective date but do not specify an effective time, at 12:01 a.m. in the Pacific time zone on the specified later date.
2. If the filed articles of merger, conversion or exchange specify such a later effective date [,] or effective date and time, the constituent entity or entities may file articles of termination before the effective [date,] time, 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 signed in the manner provided in NRS 92A.230.
Sec. 99. (Deleted by amendment.)
Sec. 100. NRS 92A.380 is hereby amended to read as follows:
92A.380 1. Except as otherwise provided in NRS 92A.370 and 92A.390 [,] and subject to the limitation in paragraph (f), any stockholder is entitled to dissent from, and obtain payment of the fair value of the stockholders shares in the event of any of the following corporate actions:
(a) Consummation of a plan of merger to which the domestic corporation is a constituent entity:
(1) If approval by the stockholders is required for the 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 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 conversion to which the domestic corporation is a constituent entity as the corporation whose subject owners interests will be converted.
(c) 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 the stockholders shares are to be acquired in the plan of exchange.
κ2011 Statutes of Nevada, Page 2815 (CHAPTER 455, SB 405)κ
(d) Any corporate action taken pursuant to a vote of the stockholders to the extent that the articles of incorporation, bylaws or a resolution of the board of directors provides that voting or nonvoting stockholders are entitled to dissent and obtain payment for their shares.
(e) Accordance of full voting rights to control shares, as defined in NRS 78.3784, only to the extent provided for pursuant to NRS 78.3793.
(f) Any corporate action not described in this subsection that will result in the stockholder receiving money or scrip instead of [fractional shares] a fraction of a share except where the stockholder would not be entitled to receive such payment pursuant to NRS 78.205, 78.2055 or 78.207. A dissent pursuant to this paragraph applies only to the fraction of a share, and the stockholder is entitled only to obtain payment of the fair value of the fraction of a share.
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 the entitlement unless the action is unlawful or fraudulent with respect to the stockholder or the domestic corporation.
3. [From] Subject to the limitations in this subsection, from and after the effective date of any corporate action described in subsection 1, no stockholder who has exercised the right to dissent pursuant to NRS 92A.300 to 92A.500, inclusive, is entitled to vote his or her shares for any purpose or to receive payment of dividends or any other distributions on shares. This subsection does not apply to dividends or other distributions payable to stockholders on a date before the effective date of any corporate action from which the stockholder has dissented. If a stockholder exercises the right to dissent with respect to a corporate action described in paragraph (f) of subsection 1, the restrictions of this subsection apply only to the shares to be converted into a fraction of a share and the dividends and distributions to those shares.
Sec. 101. NRS 92A.490 is hereby amended to read as follows:
92A.490 1. If a demand for payment remains unsettled, the subject corporation shall commence a proceeding within 60 days after receiving the demand and petition the court to determine the fair value of the shares and accrued interest. If the subject corporation does not commence the proceeding within the 60-day period, it shall pay each dissenter whose demand remains unsettled the amount demanded by each dissenter pursuant to NRS 92A.480 plus interest.
2. A subject corporation shall commence the proceeding in the district court of the county where its principal office is located in this State. If the principal office of the subject corporation is not located in [the] this State, the right to dissent arose from a merger, conversion or exchange and the principal office of the surviving entity, resulting entity or the entity whose shares were acquired, whichever is applicable, is located in this State, it shall commence the proceeding in the county where the principal office of the [domestic corporation merged with] surviving entity, resulting entity or the entity whose shares were acquired [by the foreign entity was] is located. [If] In all other cases, if the principal office of the subject corporation [and the domestic corporation merged with or whose shares were acquired] is not located in this State, the subject corporation shall commence the proceeding in the district court in the county in which the corporations registered office is located.
κ2011 Statutes of Nevada, Page 2816 (CHAPTER 455, SB 405)κ
3. The subject corporation shall make all dissenters, whether or not residents of Nevada, whose demands remain unsettled, parties to the proceeding as in an action against their shares. All parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.
4. The jurisdiction of the court in which the proceeding is commenced under subsection 2 is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers have the powers described in the order appointing them, or any amendment thereto. The dissenters are entitled to the same discovery rights as parties in other civil proceedings.
5. Each dissenter who is made a party to the proceeding is entitled to a judgment:
(a) For the amount, if any, by which the court finds the fair value of the dissenters shares, plus interest, exceeds the amount paid by the subject corporation; or
(b) For the fair value, plus accrued interest, of the dissenters after-acquired shares for which the subject corporation elected to withhold payment pursuant to NRS 92A.470.
Sec. 102. NRS 77.220, 77.260, 78.595, 78A.001, 78A.004, 78A.006, 78A.008, 80.001, 80.002, 80.0025, 80.003, 80.004, 81.001, 81.0012, 81.0014, 81.0015, 81.0025, 82.038, 82.042, 82.043, 82.044, 84.002, 84.003, 84.0035, 84.004, 86.116, 86.126, 86.127, 86.128, 87.004, 87.005, 87.006, 87.008, 87A.090, 87A.110, 87A.115, 87A.125, 88A.055, 88A.080, 88A.090, 88A.100, 90.277, 91.145, 92A.085, 92A.093, 92A.097 are hereby repealed.
________
κ2011 Statutes of Nevada, Page 2817κ
Senate Bill No. 314Senator Lee
CHAPTER 456
[Approved: June 16, 2011]
AN ACT relating to real property; exempting property managers from certain registration and permitting requirements relating to the practice of asset management; providing for the registration and regulation of asset management companies; providing for the permitting and regulation of asset managers employed or independently contracted by asset management companies; setting forth the causes for disciplinary action for asset management companies and asset managers; prohibiting a purchaser of residential property from voluntarily waiving or being required to waive his or her right to a disclosure form; providing penalties; and providing other matters properly relating thereto.
Legislative Counsels Digest:
Existing law provides for the licensure or registration and regulation of various professions in this State. (Title 54 of NRS) This bill provides for the registration, permitting and regulation of asset management companies and asset managers by the Real Estate Division of the Department of Business and Industry. Asset management companies provide asset management services for real property which is in foreclosure and which is owned by a bank, mortgage broker, mortgage banker, credit union, thrift company or savings and loan association, or any subsidiary thereof, a mortgage holding entity chartered by Congress or a federal, state or local governmental entity. Such companies and persons manage the property, performing services such as securing the property by changing locks, removing trash and debris, cleaning the home and surrounding property, performing maintenance and repairs of homes and disposing of the personal property of homeowners left in homes which are in foreclosure and which the legal owner has deemed abandoned.
Section 13.5 of this bill exempts from the requirements of registration or requirement to obtain a separate permit a person who holds a current permit to engage in property management but requires the person to comply with the remaining provisions of this bill as well as those regulating the practice of property management. Section 23 of this bill sets forth the requirements an asset management company must meet to be registered in this State, including criminal background checks on all principals, partners, directors and officers of the company. Section 24 of this bill requires asset management companies to carry sufficient insurance to cover any damage to real property, any wrongful evictions or any wrongful disposal of the personal property of a homeowner or a tenant of a homeowner. Section 27.5 of this bill imposes a $2,000 application fee for registration as an asset management company, as well as a $500 fee for the issuance of a certificate of registration and an annual fee of $500 to renew the certificate of registration. Section 29 of this bill requires all persons employed or independently contracted as an asset manager by an asset management company to obtain a permit from the Division, undergo a criminal background check at the expense of the asset manager and pay a fee of $75 for the issuance of the permit. Section 29.1 requires a holder of a permit to annually submit a renewal application and pay a fee of $75 for the renewal of the permit.
κ2011 Statutes of Nevada, Page 2818 (CHAPTER 456, SB 314)κ
Sections 29.3-29.7, 30.3 and 30.7 of this bill set forth the actions for which an asset management company or asset manager may be investigated or disciplined and the procedures the Division is required to follow in conducting disciplinary action. Section 31 of this bill specifies the services an asset management company may provide and the steps an asset management company must take before it may dispose of the personal property of a homeowner or a tenant of a homeowner, including storage of the property for 30 days in a secure location and notifying the homeowner or the tenant in writing of the disposal and where the property may be reclaimed. Section 32 of this bill makes it a misdemeanor for a person to operate an asset management company in this State without being registered with the Division or for an asset manager to engage in asset management without a permit issued by the Division. Section 33 of this bill makes it a misdemeanor for an asset management company or its agents to: (1) evict a real property owner or a tenant of a real property owner without a court order while the real property owner still has time to redeem his or her real property; (2) dispose of any personal property of a homeowner or a tenant of a homeowner except as provided in section 31; (3) seize real property that is not in foreclosure; (4) allow any work to be done on real property by a person who is not licensed to do that type of work or allow any work to be done on real property which requires a permit or an inspection unless the permit is obtained or inspection completed; (5) conduct any activities for which a real estate license or property management permit is required without such a license or permit; (6) fail to provide the real property disclosure to any purchaser of a residence for which the asset management company has provided services; or (7) receive, collect, hold or manage money which belongs to another person, including, without limitation, rent from a tenant, except in certain circumstances.
Existing law requires a seller to complete and serve a purchaser of residential property with a disclosure form regarding the property, but allows a purchaser to waive his or her right to receive such a form. (NRS 113.130) Section 34 of this bill prohibits a purchaser from waiving, or a seller from requiring a purchaser to waive, the purchasers right to the disclosure form. In addition, section 34 requires a seller to provide the purchaser with the contact information of any asset management company who repaired or replaced or attempted to repair or replace any defects in the property and requires the asset management company to provide the purchaser with a service report on the property upon request.
EXPLANATION Matter in bolded italics is new; matter between
brackets [omitted material] is material to be
omitted.
THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN
SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:
Section 1. Title 54 of NRS is hereby amended by adding thereto a new chapter to consist of the provisions set forth as sections 2 to 33, inclusive, of this act.
Sec. 2. As used in this chapter, unless the context otherwise requires, the words and terms defined in sections 3 to 12.5, inclusive, of this act have the meanings ascribed to them in those sections.
Sec. 3. Administrator means the Real Estate Administrator.
Sec. 4. Asset management means to manage, oversee or direct actions taken to maintain any real property, including, without limitation, any actions taken to preserve, restore or improve the value and to lessen the risk of damage to the property on behalf of a client before a foreclosure sale or in preparation for liquidation of real property owned by the client pursuant to a foreclosure sale.
Sec. 5. Asset management company means a person, limited-liability company, partnership, association or corporation which, for compensation and pursuant to a contractual agreement, power of attorney or other legal authorization, engages in asset management on behalf of:
κ2011 Statutes of Nevada, Page 2819 (CHAPTER 456, SB 314)κ
compensation and pursuant to a contractual agreement, power of attorney or other legal authorization, engages in asset management on behalf of:
1. A bank, mortgage broker, mortgage banker, credit union, thrift company or savings and loan association, or any subsidiary thereof which is authorized to transact business in this State;
2. A mortgage holding entity chartered by Congress; or
3. A federal, state or local governmental entity.
Sec. 5.5. Asset manager means a person engaged in the business of asset management who is an employee or independent contractor of a registered asset management company.
Sec. 6. Client means:
1. A bank, mortgage broker, mortgage banker, credit union, thrift company or savings and loan association, or any subsidiary thereof that is authorized to transact business in this State;
2. A mortgage holding entity chartered by Congress; or
3. A federal, state or local governmental entity,
Κ for whom an asset management company provides asset management.
Sec. 7. Division means the Real Estate Division of the Department of Business and Industry.
Sec. 8. Foreclosure sale means a sale of real property to enforce an obligation secured by a mortgage or lien on the property, including, without limitation, the exercise of a trustees power of sale pursuant to NRS 107.080.
Sec. 9. Homeowner means the owner of record of a residence, including, without limitation, the owner of record of a residence in foreclosure at the time the notice of the pendency of an action for foreclosure is recorded pursuant to NRS 14.010 or the notice of default and election to sell is recorded pursuant to NRS 107.080.
Sec. 10. Mortgage banker has the meaning ascribed to it in NRS 645E.100.
Sec. 11. Mortgage broker has the meaning ascribed to it in NRS 645B.0127.
Sec. 11.3. Real property in foreclosure includes, without limitation, a residence in foreclosure or commercial real property against which there is an outstanding notice of the pendency of an action for foreclosure recorded pursuant to NRS 14.010 or notice of default and election to sell recorded pursuant to NRS 107.080.
Sec. 11.7. Real property owner means the owner of record of real property, including, without limitation, a homeowner or an owner of real property in foreclosure.
Sec. 12. Residence in foreclosure means any residential real property consisting of:
1. Not more than four family dwelling units, one of which the homeowner or a tenant of the homeowner occupies as his or her principal place of residence; or
2. A single-family residential unit, including, without limitation, a condominium, townhouse or home within a subdivision, if the unit is sold, leased or otherwise conveyed unit by unit, regardless of whether the unit is part of a larger building or parcel that consists of more than four units,
Κ against which there is an outstanding notice of the pendency of an action for foreclosure recorded pursuant to NRS 14.010 or notice of default and election to sell recorded pursuant to NRS 107.080.
κ2011 Statutes of Nevada, Page 2820 (CHAPTER 456, SB 314)κ
Sec. 12.5. Service report means a written report on a form prescribed by the Division which is provided by an asset management company or asset manager and which lists the specific services performed on real property for a client.
Sec. 13. The provisions of this chapter do not apply to:
1. A person who is a regular, full-time employee of a bank, mortgage broker, mortgage banker, credit union, thrift company or savings and loan association, or any subsidiary thereof.
2. A person who takes possession of property from a defendant in connection with a judicial proceeding for eminent domain brought pursuant to chapter 37 of NRS.
Sec. 13.5. 1. The provisions of this chapter which require a certificate of registration or permit do not apply to a person or broker who has a current permit to engage in property management pursuant to chapter 645 of NRS.
2. A person or broker who has a permit to engage in property management pursuant to chapter 645 of NRS may engage in the business of asset management if the provision of asset management services is included in the property management agreement entered into pursuant to NRS 645.6056.
3. Except as otherwise provided in subsection 1, a person or broker who engages in the business of asset management must comply with the provisions of this chapter and the recordkeeping requirements of chapter 645 of NRS.
Sec. 14. 1. The Division shall administer the provisions of this chapter and may employ legal counsel, investigators and other professional consultants necessary to discharge its duties pursuant to this chapter.
2. An employee of the Division must not be employed by or have an interest in any business that manages residences in foreclosure or other assets.
3. An employee of the Division shall not act as an asset manager or as an agent for an asset management company.
Sec. 15. The Division shall adopt:
1. Regulations prescribing a standard of practice and code of ethics for registered asset management companies. The regulations must include, without limitation, provisions establishing the degree of care that must be exercised by a reasonably prudent registered asset management company.
2. Such other regulations as are necessary for the administration of this chapter.
Sec. 16. 1. The Administrator may adopt regulations which establish procedures for the Division to conduct business electronically pursuant to title 59 of NRS with persons who are regulated pursuant to this chapter and with any other persons with whom the Division conducts business. The regulations may include, without limitation, provisions establishing fees to pay the costs of conducting business electronically with the Division.
2. In addition to the provisions of NRS 719.280, if the Division conducts business electronically with a person and a law requires a signature or record to be notarized, acknowledged, verified or made under oath, the Division may allow the person to substitute a declaration that complies with the provisions of NRS 53.045 to satisfy the legal requirement.
κ2011 Statutes of Nevada, Page 2821 (CHAPTER 456, SB 314)κ
3. The Division may refuse to conduct business electronically with a person who has failed to pay any money which the person owes to the Division.
Sec. 16.5. 1. The Division may inspect any service report, contractual agreement, power of attorney or other legal authorization entered into by an asset management company and a client to ensure compliance with the provisions of this chapter.
2. The Division shall adopt regulations pertaining to those inspections.
Sec. 17. 1. In addition to any other remedy or penalty, the Division may impose an administrative fine against any person who knowingly:
(a) Engages or offers to engage in any activity for which a certificate of registration or permit or any other authorization is required pursuant to this chapter, or any regulation adopted pursuant thereto, if the person does not hold the required certificate of registration or permit or has not received the required authorization; or
(b) Assists or offers to assist another person in the commission of a violation described in paragraph (a).
2. If the Division imposes an administrative fine against a person pursuant to this section, the amount of the administrative fine must not exceed the amount of any gain or economic benefit that the person derived from the violation or $5,000, whichever is greater.
3. In determining the appropriate amount of the administrative fine, the Division shall consider:
(a) The severity of the violation and the degree of any harm that the violation caused to other persons;
(b) The nature and amount of any gain or economic benefit that the person derived from the violation;
(c) The persons history or record of other violations; and
(d) Any other facts or circumstances that the Division deems to be relevant.
4. Before the Division may impose the administrative fine, the Division must provide the person with notice and an opportunity to be heard.
5. The person is entitled to judicial review of the decision of the Division in the manner provided by chapter 233B of NRS.
6. The provisions of this section do not apply to a person who engages or offers to engage in activities within the provisions of this chapter if:
(a) A specific statute exempts the person from complying with the provisions of this chapter with regard to those activities; and
(b) The person is acting in accordance with the exemption while engaging or offering to engage in those activities.
Sec. 18. 1. The Division shall maintain a record of:
(a) Persons whose applications for registration have been denied;
(b) Formal disciplinary proceedings and any investigations conducted by the Division which result in the initiation of those proceedings; and
(c) Rulings or decisions upon complaints filed with the Division.
2. Except as otherwise provided in this section and section 19 of this act, records kept in the office of the Division pursuant to this chapter are open to the public for inspection pursuant to regulations adopted by the Division. Except as otherwise provided in NRS 239.0115, the Division may keep confidential, unless otherwise ordered by a court any criminal and financial records of an asset management company or applicant for a certificate of registration.
κ2011 Statutes of Nevada, Page 2822 (CHAPTER 456, SB 314)κ
keep confidential, unless otherwise ordered by a court any criminal and financial records of an asset management company or applicant for a certificate of registration.
Sec. 19. 1. Except as otherwise provided in this section and section 18 of this act, a complaint filed with the Division, all documents and other information filed with the Division relating to the complaint and all documents and other information compiled as a result of an investigation conducted to determine whether to initiate disciplinary action are confidential and may be disclosed in whole or in part only as necessary in the course of administering this chapter or to a licensing board or agency or any other governmental agency, including, without limitation, a law enforcement entity, that is investigating a person who holds a certificate of registration or permit issued pursuant to this chapter.
2. The complaint or other document filed by the Division to initiate disciplinary action and all documents and information considered by the Division when determining whether to impose discipline are public records.
Sec. 20. 1. All fees and administrative fines received by the Division pursuant to this chapter must be deposited with the State Treasurer for credit to the State General Fund.
2. Money for the support of the Division in carrying out the provisions of this chapter must be provided by direct legislative appropriation and be paid out on claims as other claims against the State are paid.
Sec. 21. 1. The Attorney General shall render to the Division opinions upon questions of law relating to the construction or interpretation of this chapter, or arising in the administration thereof, submitted to the Attorney General by the Division.
2. The Attorney General shall act as the attorney for the Division in all actions and proceedings brought against or by the Division pursuant to any of the provisions of this chapter.
Sec. 22. If the Division imposes an administrative fine or collects a fee for registering an asset management company or issuing or renewing a permit to an asset manager, the Division shall deposit the amount collected with the State Treasurer for credit to the State General Fund. The Division may present a claim to the State Board of Examiners for recommendation to the Interim Finance Committee if money is needed to pay an attorneys fee or the cost of an investigation, or both.
Sec. 23. 1. A person who wishes to be registered as an asset management company in this State must file a written application with the Division upon a form prepared and furnished by the Division and pay the fee required pursuant to section 27.5 of this act. An application must:
(a) State the name, residence address and business address of the applicant and the location of each principal office and branch office at which the asset management company will conduct business within this State;
(b) State the name under which the applicant will conduct business as an asset management company;
(c) List the name, residence address and business address of each person who will, if the applicant is not a natural person, have an interest in the asset management company as a principal, partner, officer, director or trustee, specifying the capacity and title of each such person;
κ2011 Statutes of Nevada, Page 2823 (CHAPTER 456, SB 314)κ
(d) Include a complete set of the fingerprints of the applicant or, if the applicant is not a natural person, a complete set of the fingerprints of each person who will have an interest in the asset management company as a principal, partner, officer, director or trustee, and written permission authorizing the Division to forward the fingerprints to the Central Repository for Nevada Records of Criminal History for submission to the Federal Bureau of Investigation for its report; and
(e) Include a statement signed by the applicant attesting that the applicant has read and understands the provisions of sections 29.5 to 33, inclusive, of this act.
2. Except as otherwise provided in this chapter the Division shall issue a certificate of registration to an applicant as an asset management company if:
(a) The application is verified by the Division and complies with the requirements of this chapter.
(b) The applicant and each general partner, officer or director of the applicant, if the applicant is a partnership, corporation or unincorporated association:
(1) Submits satisfactory proof to the Division that he or she has a good reputation for honesty, trustworthiness and integrity and displays competence to transact the business of an asset management company in a manner which safeguards the interests of the general public.
(2) Has not been convicted of, or entered a plea of nolo contendere to, a felony relating to the practice of asset management or any crime involving fraud, misrepresentation or moral turpitude.
(3) Has not made a false statement of material fact on his or her application.
(4) Has not had a professional license that was issued in this State or any other state, district or territory of the United States or any foreign country suspended or revoked within the 10 years immediately preceding the date of application.
(5) Has not violated any provision of this chapter, a regulation adopted pursuant thereto or an order of the Administrator.
(c) The applicant certifies that he or she:
(1) Has a process in place to verify that each employee or independent contractor that performs services as directed by the asset management company or an asset manager employed by or under contract with the asset management company is the holder of a license in good standing in this State to perform the services for which the asset management company will use the employee or independent contractor.
(2) Has a process in place to review the work of each independent contractor that performs services as directed by the asset management company or an asset manager employed by or under contract with the asset management company to ensure that those services are conducted in accordance with all applicable laws and regulations of this State.
(3) Will maintain a detailed record of each request for service it receives and the independent contractor who fulfilled that request.
(d) The applicant submits proof that he or she possesses all business licenses and permits required to do business in this State.
Sec. 24. 1. Before issuing any certificate of registration or annual renewal thereof, the Division shall require satisfactory proof that the asset management company:
κ2011 Statutes of Nevada, Page 2824 (CHAPTER 456, SB 314)κ
(a) Is covered by a policy of insurance written by an insurance company authorized to do business in this State which is sufficient to reimburse real property owners for, without limitation, any damage to real property in foreclosure, the wrongful disposal of property or wrongful eviction; or
(b) Possesses and will continue to possess sufficient means to act as a self-insurer against that liability.
2. Every asset management company shall maintain the policy of insurance or self-insurance required by this section. The registration of every such asset management company is automatically suspended 10 days after receipt by the asset management company of a notice from the Division that the required insurance is not in effect, unless satisfactory proof of insurance is provided to the Division within that period.
3. Proof of insurance or self-insurance must be in such a form as the Division may require.
Sec. 25. 1. If an asset management company is not a natural person, the company must designate a natural person as a qualified employee to act on behalf of the asset management company.
2. As used in this section, qualified employee means:
(a) A director, officer, member, employee, manager or trustee of a partnership, corporation or limited-liability company designated by the partnership, corporation or limited-liability company to act on the behalf of the partnership, corporation or limited-liability company; or
(b) A person designated by a sole proprietorship who satisfies the requirements set forth in subsection 2 of section 23 of this act.
Sec. 26. 1. In addition to any other requirements set forth in this chapter, an applicant for the issuance of a certificate of registration as an asset management company or a permit to engage in asset management shall:
(a) Include the social security number of the applicant in the application submitted to the Division.
(b) Submit to the Division the statement prescribed by the Division of Welfare and Supportive Services of the Department of Health and Human Services pursuant to NRS 425.520. The statement must be completed and signed by the applicant.
2. The Division shall include the statement required pursuant to subsection 1 in:
(a) The application or any other forms that must be submitted for the issuance or renewal of the certificate of registration or permit; or
(b) A separate form prescribed by the Division.
3. A certificate of registration or permit may not be issued or renewed by the Division pursuant to this chapter if the applicant:
(a) Fails to submit the statement required pursuant to subsection 1; or
(b) Indicates on the statement submitted pursuant to subsection 1 that the applicant is subject to a court order for the support of a child and is not in compliance with the order or a plan approved by the district attorney or other public agency enforcing the order for the repayment of the amount owed pursuant to the order.
4. If an applicant indicates on the statement submitted pursuant to subsection 1 that the applicant is subject to a court order for the support of a child and is not in compliance with the order or a plan approved by the district attorney or other public agency enforcing the order for the repayment of the amount owed pursuant to the order, the Division shall advise the applicant to contact the district attorney or other public agency enforcing the order to determine the actions that the applicant may take to satisfy the arrearage.
κ2011 Statutes of Nevada, Page 2825 (CHAPTER 456, SB 314)κ
repayment of the amount owed pursuant to the order, the Division shall advise the applicant to contact the district attorney or other public agency enforcing the order to determine the actions that the applicant may take to satisfy the arrearage.
Sec. 27. A certificate of registration issued pursuant to this chapter expires each year on the date of its issuance, unless it is renewed. To renew the certificate of registration, the registrant must submit to the Division on or before the expiration date:
1. An application for renewal;
2. The fee required to renew the certificate of registration pursuant to section 27.5 of this act; and
3. All information required to complete the renewal.
Sec. 27.5. 1. A person must pay the following fees for the issuance or renewal of a certificate of registration as an asset management company:
(a) For the issuance of a certificate of registration, an application fee of $2,000 for the principal office and a fee of $500 for the issuance of the initial certificate of registration.
(b) For the renewal of a certificate of registration, a fee of $500.
2. The following fees must be charged by and paid to the Division:
For each issuance of a duplicate registration or permit................. $50
For each change in the name or location of a business.................... 20
For each change in the name or business address of a holder of a permit 20
Sec. 28. (Deleted by amendment.)
Sec. 29. 1. A person in this State who is employed or independently contracted as an asset manager by an asset management company shall apply to the Division for a permit to engage in asset management and pay a fee of $75 for the issuance of the permit.
2. An applicant for a permit must:
(a) At his or her own expense:
(1) Arrange to have a complete set of fingerprints taken by a law enforcement agency or other authorized entity acceptable to the Division; and
(2) Submit to the Division:
(I) A completed fingerprint card and written permission authorizing the Division to submit the applicants fingerprints to the Central Repository for Nevada Records of Criminal History for submission to the Federal Bureau of Investigation for a report on the applicants background and to such other law enforcement agencies as the Division deems necessary; or
(II) Written verification, on a form prescribed by the Division, stating that the fingerprints of the applicant were taken by a law enforcement agency or other authorized entity and directly forwarded by electronic or other means to the Central Repository and that the applicant has given written permission to the law enforcement agency or other authorized entity to submit the fingerprints to the Central Repository for submission to the Federal Bureau of Investigation for a report on the applicants background and to such other law enforcement agencies as the Division deems necessary;
κ2011 Statutes of Nevada, Page 2826 (CHAPTER 456, SB 314)κ
(b) Submit to the Division a signed statement attesting that the applicant has read and understands the provisions of sections 29.5 to 33, inclusive, of this act; and
(c) Comply with all other requirements established by the Division for the issuance of a permit.
3. The Division may:
(a) Unless the applicants fingerprints are forwarded pursuant to sub-subparagraph (II) of subparagraph (2) of paragraph (a) of subsection 2, submit those fingerprints to the Central Repository for submission to the Federal Bureau of Investigation and to such other law enforcement agencies as the Division deems necessary; and
(b) Request from each such agency any information regarding the applicants background as the Division deems necessary.
Sec. 29.1. A permit issued pursuant to section 29 of this act expires 1 year after the date of issuance, unless it is renewed. To renew the permit, the registrant must submit to the Division on or before the date of expiration:
1. An application for renewal;
2. A fee of $75; and
3. All information required to complete the renewal.
Sec. 29.3. 1. The Administrator may investigate the actions of any asset management company or asset manager or any person who acts in any such capacity within this State.
2. The provisions of this chapter do not limit the authority of the Division to take disciplinary action against a registered asset management company or permit holder for a violation of any of the provisions of this chapter or any regulation adopted pursuant to this chapter, nor does the payment in full of all obligations through any insurance proceeds nullify or modify the effect of any other disciplinary proceeding brought pursuant to the provisions of this chapter or any regulation adopted pursuant to this chapter.
Sec. 29.5. 1. The Division may require an asset management company or asset manager to pay an administrative fine of not more than $10,000 for each violation he or she commits or suspend, revoke, deny the renewal of or place conditions upon his or her certificate of registration or permit, or impose any combination of those actions, at any time if the asset management company or asset manager has, by false or fraudulent representation, obtained a certificate of registration or permit, or the asset management company or asset manager, whether or not acting as such, is found guilty of:
(a) Making any material misrepresentation.
(b) Making any false promises of a character likely to influence, persuade or induce.
(c) Failing to maintain, for review and audit by the Division, each service report, contractual agreement, power of attorney or other legal authorization entered into with a client and governed by the provisions of this chapter.
(d) Accepting or collecting any money which belongs to another person.
κ2011 Statutes of Nevada, Page 2827 (CHAPTER 456, SB 314)κ
(e) Violating any order of the Division, any agreement with the Division, any of the provisions of this chapter or chapters 116, 119, 119A, 119B, 645, 645A or 645C of NRS or any regulation adopted pursuant thereto.
(f) Paying a commission, compensation or a finders fee to any person for performing the services of an asset management company or asset manager who does not have a certificate of registration or permit in this State.
(g) A conviction of, or the entry of a plea of guilty, guilty but mentally ill or nolo contendere to:
(1) A felony relating to the practice of the asset management company or asset manager; or
(2) Any crime involving fraud, deceit, misrepresentation or moral turpitude.
(h) Gross negligence or incompetence in performing any act for which the person is required to hold a certificate of registration, permit or license pursuant to this chapter or chapter 119, 119A, 119B or 645 of NRS.
(i) Any other conduct which constitutes deceitful, fraudulent or dishonest dealing.
(j) Any conduct which took place before the person obtained his or her certificate of registration or permit which was unknown to the Division and which would have been grounds for denial of the certificate of registration or permit had the Division been aware of the conduct.
(k) Knowingly allowing any person whose certificate of registration or permit has been revoked to act as an asset management company or asset manager with or on behalf of the asset management company or asset manager.
(l) Failing to maintain insurance at the level required pursuant to this chapter.
(m) Failing to produce any document, book or record in his or her possession, or under his or her control, concerning any real estate transaction or asset management service under investigation by the Division.
2. The Division may take action pursuant to this section against a person who is subject to this chapter for the suspension or revocation of a certificate of registration issued to an asset management company or a permit issued to an asset manager by any other jurisdiction.
3. The Division may take action pursuant to this section against any person who:
(a) Is a registered asset management company or holds a permit as an asset manager pursuant to this chapter; and
(b) In connection with any property for which the person is engaging in the business of asset management pursuant to this chapter:
(1) Is convicted of violating any of the provisions of NRS 202.470;
(2) Has been notified in writing by the appropriate governmental agency of a potential violation of NRS 244.360, 244.3603 or 268.4124 and has failed to inform the owner of the property of such notification; or
(3) Has been directed in writing by the owner of the property to correct a potential violation of NRS 244.360, 244.3603 or 268.4124 and has failed to correct the potential violation, if such corrective action is within the scope of the persons duties pursuant to a contract power of attorney or other legal authorization entered into with a client.
κ2011 Statutes of Nevada, Page 2828 (CHAPTER 456, SB 314)κ
4. The Division shall maintain a log of any complaints that it receives relating to activities for which the Division may take action against a person holding a certificate of registration or permit to engage in the business of asset management pursuant to this chapter.
5. An order that imposes discipline and the findings of fact and conclusions of law supporting that order are public records.
Sec. 29.7. In addition to any other remedy or penalty, the Division may:
1. Refuse to issue a certificate of registration or permit to a person who has failed to pay any money which the person owes to the Division.
2. Refuse to renew, or suspend or revoke, the certificate of registration or permit of a person who has failed to pay that money.
Sec. 30. 1. If the Division receives a copy of a court order issued pursuant to NRS 425.540 that provides for the suspension of all professional, occupational and recreational licenses, certificates and permits issued to a holder of a certificate of registration or permit, the Division shall deem the certificate of registration or permit to be suspended at the end of the 30th day after the date the court order was issued unless the Division receives a letter issued to the holder of the certificate of registration or permit by the district attorney or other public agency pursuant to NRS 425.550 stating that the holder of the certificate of registration or permit has complied with the subpoena or warrant or has satisfied the arrearage pursuant to NRS 425.560.
2. The Division shall reinstate a certificate of registration or permit that has been suspended by a district court pursuant to NRS 425.540 if the Division receives a letter issued by the district attorney or other public agency pursuant to NRS 425.550 to the holder of the certificate of registration or permit stating that the holder of the certificate of registration or permit has complied with the subpoena or warrant or has satisfied the arrearage pursuant to NRS 425.560.
Sec. 30.3. 1. Any unlawful act or violation of any of the provisions of this chapter by any asset management company or asset manager is not cause to suspend, revoke or deny the renewal of the certificate of registration or permit of an asset management company or asset manager associated with an asset management company or asset manager, unless it appears to the satisfaction of the Division that the associate knew or should have known thereof. A course of dealing shown to have been persistently and consistently followed by any asset management company or asset manager constitutes prima facie evidence of such knowledge upon the part of the associate.
2. If it appears that a registered asset management company knew or should have known of any unlawful act or violation on the part of an asset manager employed by the asset management company, in the course of his or her employment, the Division may suspend, revoke or deny the renewal of the certificate of registration of the asset management company and may assess a civil penalty of not more than $5,000.
3. The Division may suspend, revoke or deny the renewal of the certificate of registration of an asset management company and may assess a civil penalty of not more than $5,000 against the asset management company if it appears that the asset management company has failed to maintain adequate supervision of an asset manager associated with the asset management company and that asset manager commits any unlawful act or violates any provision of this chapter.
κ2011 Statutes of Nevada, Page 2829 (CHAPTER 456, SB 314)κ
Sec. 30.7. The expiration or revocation of a certificate of registration or permit by operation of law or by order or decision of the Division or a court of competent jurisdiction or the voluntary surrender of a certificate of registration or a permit by an asset management company or asset manager does not:
1. Prohibit the Administrator or Division from initiating or continuing an investigation of, or action or disciplinary proceeding against, the asset management company or asset manager as authorized pursuant to the provisions of this chapter or the regulations adopted pursuant thereto; or
2. Prevent the imposition or collection of any fine or penalty authorized pursuant to the provisions of this chapter or the regulations adopted pursuant thereto against the asset management company or asset manager.
Sec. 31. 1. Subject to the provisions of section 33 of this act, the services an asset management company may provide include, without limitation:
(a) Securing real property in foreclosure once it has been determined to be abandoned and all notice provisions required by law have been complied with;
(b) Providing maintenance for real property in foreclosure, including landscape and pool maintenance;
(c) Cleaning the interior or exterior of real property in foreclosure;
(d) Providing repair or improvements for real property in foreclosure; and
(e) Removing trash and debris from real property in foreclosure and the surrounding property.
2. An asset management company may dispose of personal property abandoned on the premises of a residence in foreclosure or left on the premises after the eviction of a homeowner or a tenant of a homeowner without incurring civil or criminal liability in the following manner:
(a) The asset management company shall reasonably provide for the safe storage of the property for 30 days after the abandonment or eviction and may charge and collect the reasonable and actual costs of inventory, moving and storage before releasing the property to the homeowner or the tenant of the homeowner or his or her authorized representative rightfully claiming the property within that period. The asset management company is liable to the homeowner or the tenant of the homeowner only for the asset management companys negligent or wrongful acts in storing the property.
(b) After the expiration of the 30-day period, the asset management company may dispose of the property and recover his or her reasonable costs from the property or the value thereof if the asset management company has made reasonable efforts to locate the homeowner or the tenant of the homeowner, has notified the homeowner or the tenant of the homeowner in writing of his or her intention to dispose of the property and 14 days have elapsed since the notice was given to the homeowner or the tenant of the homeowner. The notice must be mailed to the homeowner or the tenant of the homeowner at the present address of the homeowner or the tenant of the homeowner and, if that address is unknown, then at the last known address of the homeowner or the tenant of the homeowner.
(c) Vehicles must be disposed of in the manner provided in chapter 487 of NRS for abandoned vehicles.
κ2011 Statutes of Nevada, Page 2830 (CHAPTER 456, SB 314)κ
3. Any dispute relating to the amount of the costs claimed by the asset management company pursuant to paragraph (a) of subsection 2 may be resolved using the procedure provided in subsection 7 of NRS 40.253.
Sec. 31.3. 1. An asset management company that is a natural person or an asset manager shall notify the Division in writing if he or she is convicted of, or enters a plea of guilty, guilty but mentally ill or nolo contendere to, a felony or any offense involving moral turpitude.
2. An asset management company that is a natural person or an asset manager shall submit the notification required by subsection 1:
(a) Not more than 10 days after the conviction or entry of the plea of guilty, guilty but mentally ill or nolo contendere; and
(b) When submitting an application to renew a certificate of registration or permit issued pursuant to this chapter.
Sec. 31.5. 1. An applicant for a certificate of registration pursuant to section 23 of this act or a permit pursuant to section 29 of this act shall file with the Division, on a form prescribed by a regulation adopted by the Division, an irrevocable consent appointing the Administrator as his or her agent for service of process in a noncriminal proceeding against the applicant, a successor or personal representative which arises under this chapter or a regulation adopted pursuant to this chapter after the consent is filed, with the same force and validity as if served personally on the person filing the consent.
2. A person who has filed an irrevocable consent in accordance with subsection 1 in connection with a previous application for a certificate of registration or permit is not required to file an additional consent.
3. If a person, including a nonresident of this State, engages in conduct prohibited or made actionable by this chapter or a regulation adopted pursuant to this chapter and the person has not filed an irrevocable consent to service of process in accordance with subsection 1, engaging in the conduct constitutes the appointment of the Administrator as the persons agent for service of process in a noncriminal proceeding against the person, a successor or personal representative which arises out of the conduct.
4. Service under subsection 1 or 3 may be made by leaving a copy of the process in the Office of the Administrator, but it is not effective unless:
(a) The plaintiff, who may be the Administrator, sends notice of the service and a copy of the process by registered or certified mail, return receipt requested, to the defendant or respondent at the address set forth in the consent to service of process or, if no consent to service of process has been filed, at the last known address, or takes other steps which are reasonably calculated to give actual notice; and
(b) The plaintiff files an affidavit of compliance with this subsection in the proceeding on or before the return day of the process, if any, or within such further time as the court, or the Administrator in a proceeding before the Administrator, allows.
5. Service as provided in subsection 4 may be used in a proceeding before the Administrator or by the Administrator in a proceeding in which the Administrator is the moving party.
6. If the process is served under subsection 4, the court, or the Administrator in a proceeding before the Administrator, may order continuances as may be necessary to afford the defendant or respondent a reasonable opportunity to defend.
κ2011 Statutes of Nevada, Page 2831 (CHAPTER 456, SB 314)κ
Sec. 31.7. In any proceeding pursuant to this chapter, the Administrator may appoint hearing officers from the Department of Business and Industry who shall act as his or her agents and conduct any hearing or investigation which may be conducted by the Administrator pursuant to the provisions of this chapter.
Sec. 32. 1. It is unlawful for any person, limited-liability company, partnership, association or corporation to engage in the business of, act in the capacity of, advertise or assume to act as an asset management company without first obtaining a certificate of registration from the Division pursuant to section 23 of this act.
2. It is unlawful for any asset manager to engage in the business of asset management without first obtaining a permit from the Division pursuant to section 29 of this act.
3. A person who violates a provision of this section is guilty of a misdemeanor.
Sec. 33. 1. It is unlawful for an asset management company or an asset manager or other employee, director, officer or agent of an asset management company to:
(a) Unless the asset management company is acting pursuant to a court order, evict a real property owner or a tenant of a real property owner until after the time during which the real property owner may redeem the real property in foreclosure.
(b) Dispose of the personal property of a homeowner or a tenant of a homeowner except as provided in section 31 of this act.
(c) Seize real property for a client which is not real property in foreclosure.
(d) Perform any repair, maintenance or renovation on the real property in foreclosure:
(1) Which is required to be performed by a person holding a license unless such repair, maintenance or renovation is done by a person licensed in this State to perform such repair, maintenance or renovation; or
(2) Which requires a permit or inspection by any governmental entity in this State, unless the permit is first obtained and the inspection is performed after completion.
(e) Conduct any activity for which a license or permit is required pursuant to chapter 645 of NRS without first obtaining such a license or permit.
(f) Fail to provide the disclosure form required pursuant to NRS 113.130 for a purchaser of a residence in foreclosure for which the asset management company or its asset manager, employee, director, officer or agent has provided asset management.
(g) Receive, collect, hold or manage any money which belongs to another person, including, without limitation, collecting or managing rent from a tenant unless the person holds a permit as a property manager pursuant to chapter 645 of NRS and is receiving, collecting, holding or managing the money pursuant to a property management agreement.
2. A person who violates a provision of this section is guilty of a misdemeanor.
Sec. 33.3. Chapter 645 of NRS is hereby amended by adding thereto a new section to read as follows:
1. A broker who enters into an agreement to provide asset management services to a client shall:
κ2011 Statutes of Nevada, Page 2832 (CHAPTER 456, SB 314)κ
(a) Disclose annually to the Division any such agreements to provide asset management services to a client; and
(b) Provide proof satisfactory to the Division on an annual basis that the broker has complied with the requirements of section 24 of this act.
2. In addition to any other remedy or penalty, the Division may take administrative action, including, without limitation, the suspension of a license or permit or the imposition of an administrative fine, against a broker who fails to comply with this section.
3. As used in this section:
(a) Asset management has the meaning ascribed to it in section 4 of this act.
(b) Client has the meaning ascribed to it in section 6 of this act.
Sec. 33.7. NRS 645.6056 is hereby amended to read as follows:
645.6056 1. A real estate broker who holds a permit to engage in property management shall not act as a property manager unless the broker has first obtained a property management agreement signed by the broker and the client for whom the broker will manage the property.
2. A property management agreement must include, without limitation:
(a) The term of the agreement and, if the agreement is subject to renewal, provisions clearly setting forth the circumstances under which the agreement may be renewed and the term of each such renewal;
(b) A provision for the retention and disposition of deposits of the tenants of the property during the term of the agreement and, if the agreement is subject to renewal, during the term of each such renewal;
(c) The fee or compensation to be paid to the broker;
(d) The extent to which the broker may act as the agent of the client; [and]
(e) If the agreement is subject to cancellation, provisions clearly setting forth the circumstances under which the agreement may be cancelled. The agreement may authorize the broker or the client, or both, to cancel the agreement with cause or without cause, or both, under the circumstances set forth in the agreement [.] ; and
(f) If the broker intends to provide asset management services for the client, a provision indicating the extent to which the broker will provide those services. As used in this paragraph, client has the meaning ascribed to it in section 6 of this act.
Sec. 34. NRS 113.130 is hereby amended to read as follows:
113.130 1. Except as otherwise provided in [subsections] subsection 2 : [and 3:]
(a) At least 10 days before residential property is conveyed to a purchaser:
(1) The seller shall complete a disclosure form regarding the residential property; and
(2) The seller or the sellers agent shall serve the purchaser or the purchasers agent with the completed disclosure form.
(b) If, after service of the completed disclosure form but before conveyance of the property to the purchaser, a seller or the sellers agent discovers a new defect in the residential property that was not identified on the completed disclosure form or discovers that a defect identified on the completed disclosure form has become worse than was indicated on the form, the seller or the sellers agent shall inform the purchaser or the purchasers agent of that fact, in writing, as soon as practicable after the discovery of that fact but in no event later than the conveyance of the property to the purchaser.
κ2011 Statutes of Nevada, Page 2833 (CHAPTER 456, SB 314)κ
of the property to the purchaser. If the seller does not agree to repair or replace the defect, the purchaser may:
(1) Rescind the agreement to purchase the property; or
(2) Close escrow and accept the property with the defect as revealed by the seller or the sellers agent without further recourse.
2. Subsection 1 does not apply to a sale or intended sale of residential property:
(a) By foreclosure pursuant to chapter 107 of NRS.
(b) Between any co-owners of the property, spouses or persons related within the third degree of consanguinity.
(c) Which is the first sale of a residence that was constructed by a licensed contractor.
(d) By a person who takes temporary possession or control of or title to the property solely to facilitate the sale of the property on behalf of a person who relocates to another county, state or country before title to the property is transferred to a purchaser.
3. A purchaser of residential property may not waive any of the requirements of subsection 1. [Any such waiver is effective only if it is made in a written document that is signed by the purchaser and notarized.] A seller of residential property may not require a purchaser to waive any of the requirements of subsection 1 as a condition of sale or for any other purpose.
4. If a sale or intended sale of residential property is exempted from the requirements of subsection 1 pursuant to paragraph (a) of subsection 2, the trustee and the beneficiary of the deed of trust shall, not later than at the time of the conveyance of the property to the purchaser of the residential property, or upon the request of the purchaser of the residential property, provide [written] :
(a) Written notice to the purchaser of any defects in the property of which the trustee or beneficiary, respectively, is aware [.] ; and
(b) If any defects are repaired or replaced or attempted to be repaired or replaced, the contact information of any asset management company who provided asset management services for the property. The asset management company shall provide a service report to the purchaser upon request.
5. As used in this section:
(a) Seller includes, without limitation, a client as defined in section 6 of this act.
(b) Service report has the meaning ascribed to it in section 12.5 of this act.
Sec. 35. Section 26 of this act is hereby amended to read as follows:
Sec. 26. 1. In addition to any other requirements set forth in this chapter, an applicant for the issuance of a certificate of registration as an asset management company or a permit to engage in asset management shall [:
(a) Include the social security number of the applicant in the application submitted to the Division.
(b) Submit] submit to the Division the statement prescribed by the Division of Welfare and Supportive Services of the Department of Health and Human Services pursuant to NRS 425.520. The statement must be completed and signed by the applicant.
2. The Division shall include the statement required pursuant to subsection 1 in:
κ2011 Statutes of Nevada, Page 2834 (CHAPTER 456, SB 314)κ
(a) The application or any other forms that must be submitted for the issuance or renewal of the certificate of registration or permit; or
(b) A separate form prescribed by the Division.
3. A certificate of registration or permit may not be issued or renewed by the Division pursuant to this chapter if the applicant:
(a) Fails to submit the statement required pursuant to subsection 1; or
(b) Indicates on the statement submitted pursuant to subsection 1 that the applicant is subject to a court order for the support of a child and is not in compliance with the order or a plan approved by the district attorney or other public agency enforcing the order for the repayment of the amount owed pursuant to the order.
4. If an applicant indicates on the statement submitted pursuant to subsection 1 that the applicant is subject to a court order for the support of a child and is not in compliance with the order or a plan approved by the district attorney or other public agency enforcing the order for the repayment of the amount owed pursuant to the order, the Division shall advise the applicant to contact the district attorney or other public agency enforcing the order to determine the actions that the applicant may take to satisfy the arrearage.
Sec. 36. The Real Estate Division of the Department of Business and Industry shall, on or before October 1, 2011, adopt any regulations which are required by or necessary to carry out the provisions of this act.
Sec. 37. 1. This section, sections 1 to 34, inclusive, and section 36 of this act become effective:
(a) Upon passage and approval for the purpose of adopting regulations and performing any preliminary administrative tasks that are necessary to carry out the provisions of this act; and
(b) On October 1, 2011, for all other purposes.
2. Section 35 of this act becomes effective on the date on which the provisions of 42 U.S.C. § 666 requiring each state to establish procedures under which the state has authority to withhold or suspend, or to restrict the use of professional, occupational and recreational licenses of persons who:
(a) Have failed to comply with a subpoena or warrant relating to a proceeding to determine the paternity of a child or to establish or enforce an obligation for the support of a child; or
(b) Are in arrears in the payment of the support of one or more children,
Κ are repealed by the Congress of the United States.
3. Sections 30 and 35 of this act expire by limitation 2 years after the date on which the provisions of 42 U.S.C. § 666 requiring each state to establish procedures under which the state has authority to withhold or suspend, or to restrict the use of professional, occupational and recreational licenses of persons who:
(a) Have failed to comply with a subpoena or warrant relating to a proceeding to determine the paternity of a child or to establish or enforce an obligation for the support of a child; or
(b) Are in arrears in the payment for the support of one or more children,
Κ are repealed by the Congress of the United States.
________
κ2011 Statutes of Nevada, Page 2835κ
Assembly Bill No. 219Assemblymen Horne; Aizley, Atkinson, Bobzien, Brooks, Carrillo, Conklin, Daly, Dondero Loop, Frierson, Hogan, Ohrenschall, Segerblom and Smith
CHAPTER 457
[Approved: June 16, 2011]
AN ACT relating to gaming; revising the provisions governing the expiration of slot machine wagering vouchers; requiring the Nevada Gaming Commission to adopt regulations relating to expired slot machine wagering vouchers; and providing other matters properly relating thereto.
Legislative Counsels Digest:
This bill requires the Nevada Gaming Commission to adopt regulations that prescribe the procedures which nonrestricted licensees must follow regarding the retention and tracking of slot machine wagering vouchers and the payment of the respective percentage of the value of such expired slot machine wagering vouchers to this State and to gaming establishments.
EXPLANATION Matter in bolded italics is new; matter between
brackets [omitted material] is material to be
omitted.
THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN
SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:
Sections 1, 1.3, 1.7 and 2. (Deleted by amendment.)
Sec. 3. NRS 120A.135 is hereby amended to read as follows:
120A.135 1. The provisions of this chapter do not apply to gaming chips or tokens which are not redeemed at an establishment.
2. As used in this section:
(a) Establishment has the meaning ascribed to it in NRS 463.0148.
(b) Gaming chip or token means any object which may be redeemed at an establishment for cash or any other representative of value [.] other than a slot machine wagering voucher as defined in section 6 of this act.
Secs. 4 and 5. (Deleted by amendment.)
Sec. 6. Chapter 463 of NRS is hereby amended by adding thereto a new section to read as follows:
1. Whenever a nonrestricted licensee owes a patron a specific amount of money as the result of a slot machine wagering voucher which remains unpaid because of the failure of the patron to claim the value, regardless of whether the identity of the patron is known, the nonrestricted licensee shall maintain a record of the obligation in accordance with the regulations adopted by the Commission.
2. Unless the Commission specifies by regulation a shorter period in which a slot machine wagering voucher must be redeemed, upon the expiration date printed on a slot machine wagering voucher issued in this State or 180 days after a wager is placed, whichever period is less, the obligation of the nonrestricted licensee to pay the patron any value remaining on a slot machine wagering voucher expires.
3. Each nonrestricted licensee shall, for the previous calendar quarter, report to the Commission on or before the 24th day of the month following that calendar quarter any slot machine wagering voucher that expires pursuant to this section.
κ2011 Statutes of Nevada, Page 2836 (CHAPTER 457, AB 219)κ
expires pursuant to this section. The licensee shall remit to the Commission with each report payment equal to 75 percent of the value of the expired slot machine wagering vouchers included on the report.
4. The Commission shall pay over all money collected pursuant to this section to the State Treasurer to be deposited for credit to the State General Fund.
5. The Commission shall adopt regulations prescribing procedures which nonrestricted licensees must follow to comply with the provisions of this section.
6. As used in this section, slot machine wagering voucher means a printed wagering instrument, issued by a gaming establishment operating under a nonrestricted license, that has a fixed dollar wagering value which can only be used to acquire an equivalent value of cashable credits or cash.
Sec. 6.3. All provisions, procedures, rights and remedies not otherwise inconsistent with section 6 of this act, and as set forth in chapter 463 of NRS and any regulations adopted pursuant thereto, that apply to the payment, auditing or collection of fees, taxes, penalties and interest, as well as all appeal and review rights, shall apply to the payment, auditing and collection of any expired slot machine wagering voucher as defined in section 6 of this act.
Sec. 6.5. The Nevada Gaming Commission shall adopt the regulations required to be adopted pursuant to the amendatory provisions of this act on or before January 31, 2012.
Sec. 6.7. This act applies to any slot machine wagering voucher as defined in section 6 of this act issued on or after July 1, 2011.
Sec. 7. This act becomes effective on July 1, 2011.
________
κ2011 Statutes of Nevada, Page 2837κ
Assembly Bill No. 228Assemblymen Hickey, Hansen; Goedhart, Goicoechea, Grady, Hambrick, Hardy, Kirner, McArthur, Segerblom, Sherwood, Smith and Stewart
CHAPTER 458
[Approved: June 16, 2011]
AN ACT relating to public works; directing the Commission to Study Governmental Purchasing to conduct a study of the feasibility of standard form contracts for public works at the state and local levels; and providing other matters properly relating thereto.
Legislative Counsels Digest:
Under existing law, a public body is required to include certain provisions in a contract for a public work. (NRS 338.150, 338.153, 338.155) This bill directs the Commission to Study Governmental Purchasing to conduct a study of the feasibility of the use of a standard form construction contract for each contract for a state or local public work.
EXPLANATION Matter in bolded italics is new; matter between
brackets [omitted material] is material to be
omitted.
THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN
SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:
Section 1. (Deleted by amendment.)
Sec. 2. 1. The Commission to Study Governmental Purchasing created pursuant to NRS 332.215 shall conduct a study concerning the feasibility of using standard form construction contracts for public works by state and local governments.
2. The study must include, without limitation:
(a) A review of:
(1) The laws of this State governing public works; and
(2) The use of standardized contracts in other states and localities;
(b) Construction contract clauses recommended for inclusion; and
(c) Any other matters which the Commission deems relevant to the consideration of the issues.
3. In conducting the study, the Commission shall consider the recommendations and testimony from experts in construction and public works contracts, including, without limitation:
(a) National associations primarily representing the interests of public owners or private contractors;
(b) Representatives of management and labor organizations;
(c) The State Public Works Board; and
(d) Local government public works officials.
4. On or before January 15, 2013, the Commission shall submit a report of the results of the study and any recommendations for legislation to the Director of the Legislative Counsel Bureau for transmittal to the 77th Session of the Nevada Legislature.
Sec. 2.5. The provisions of NRS 354.599 do not apply to any additional expenses of a local government that are related to the provisions of this act.
Sec. 3. This act becomes effective on July 1, 2011.
________
κ2011 Statutes of Nevada, Page 2838κ
Assembly Bill No. 257Assemblymen Ellison, Goicoechea; Hickey, Livermore and Segerblom
Joint Sponsors: Senators Brower, Gustavson, Halseth, Hardy and Rhoads
CHAPTER 459
[Approved: June 16, 2011]
AN ACT relating to the Open Meeting Law; revising provisions governing periods devoted to public comment; and providing other matters properly relating thereto.
Legislative Counsels Digest:
The Open Meeting Law requires that meetings of public bodies be open to the public, with limited exceptions. Under the Open Meeting Law, a public body is required to provide written notice of all such meetings, which must include an agenda with a period devoted to comments by the general public and discussion of those comments. However, a public body is prohibited from taking action upon a matter that is raised during such a period for public comment until the matter has been specifically included on an agenda and is denoted to be an item upon which the public body may take action. (NRS 241.020) This bill requires the public body, at a minimum, to provide periods devoted to public comment and discussion of any public comments as follows: (1) one period at the beginning of the meeting before any items on which action may be taken are heard by the public body and one period before the adjournment of the meeting; or (2) a period after each item on the agenda on which action may be taken is discussed by the public body, but before the public body takes action on the item.
EXPLANATION Matter in bolded italics is new; matter between
brackets [omitted material] is material to be
omitted.
THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN
SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:
Section 1. NRS 241.020 is hereby amended to read as follows:
241.020 1. Except as otherwise provided by specific statute, all meetings of public bodies must be open and public, and all persons must be permitted to attend any meeting of these public bodies. A meeting that is closed pursuant to a specific statute may only be closed to the extent specified in the statute allowing the meeting to be closed. All other portions of the meeting must be open and public, and the public body must comply with all other provisions of this chapter to the extent not specifically precluded by the specific statute. Public officers and employees responsible for these meetings shall make reasonable efforts to assist and accommodate persons with physical disabilities desiring to attend.
2. Except in an emergency, written notice of all meetings must be given at least 3 working days before the meeting. The notice must include:
(a) The time, place and location of the meeting.
(b) A list of the locations where the notice has been posted.
(c) An agenda consisting of:
(1) A clear and complete statement of the topics scheduled to be considered during the meeting.
(2) A list describing the items on which action may be taken and clearly denoting that action may be taken on those items.
κ2011 Statutes of Nevada, Page 2839 (CHAPTER 459, AB 257)κ
(3) [A period] Periods devoted to comments by the general public, if any, and discussion of those comments. Comments by the general public must be taken:
(I) At the beginning of the meeting before any items on which action may be taken are heard by the public body and again before the adjournment of the meeting; or
(II) After each item on the agenda on which action may be taken is discussed by the public body, but before the public body takes action on the item.
Κ The provisions of this subparagraph do not prohibit a public body from taking comments by the general public in addition to what is required pursuant to sub-subparagraph (I) or (II). Regardless of whether a public body takes comments from the general public pursuant to sub-subparagraph (I) or (II), the public body must allow the general public to comment on any matter that is not specifically included on the agenda as an action item at some time before adjournment of the meeting. No action may be taken upon a matter raised [under this item of the agenda] during a period devoted to comments by the general public until the matter itself has been specifically included on an agenda as an item upon which action may be taken pursuant to subparagraph (2).
(4) If any portion of the meeting will be closed to consider the character, alleged misconduct or professional competence of a person, the name of the person whose character, alleged misconduct or professional competence will be considered.
(5) If, during any portion of the meeting, the public body will consider whether to take administrative action against a person, the name of the person against whom administrative action may be taken.
3. Minimum public notice is:
(a) Posting a copy of the notice at the principal office of the public body or, if there is no principal office, at the building in which the meeting is to be held, and at not less than three other separate, prominent places within the jurisdiction of the public body not later than 9 a.m. of the third working day before the meeting; and
(b) Providing a copy of the notice to any person who has requested notice of the meetings of the public body. A request for notice lapses 6 months after it is made. The public body shall inform the requester of this fact by enclosure with, notation upon or text included within the first notice sent. The notice must be:
(1) Delivered to the postal service used by the public body not later than 9 a.m. of the third working day before the meeting for transmittal to the requester by regular mail; or
(2) If feasible for the public body and the requester has agreed to receive the public notice by electronic mail, transmitted to the requester by electronic mail sent not later than 9 a.m. of the third working day before the meeting.
4. If a public body maintains a website on the Internet or its successor, the public body shall post notice of each of its meetings on its website unless the public body is unable to do so because of technical problems relating to the operation or maintenance of its website. Notice posted pursuant to this subsection is supplemental to and is not a substitute for the minimum public notice required pursuant to subsection 3. The inability of a public body to post notice of a meeting pursuant to this subsection as a result of technical problems with its website shall not be deemed to be a violation of the provisions of this chapter.
κ2011 Statutes of Nevada, Page 2840 (CHAPTER 459, AB 257)κ
public body to post notice of a meeting pursuant to this subsection as a result of technical problems with its website shall not be deemed to be a violation of the provisions of this chapter.
5. Upon any request, a public body shall provide, at no charge, at least one copy of:
(a) An agenda for a public meeting;
(b) A proposed ordinance or regulation which will be discussed at the public meeting; and
(c) Subject to the provisions of subsection 6, any other supporting material provided to the members of the public body for an item on the agenda, except materials:
(1) Submitted to the public body pursuant to a nondisclosure or confidentiality agreement which relates to proprietary information;
(2) Pertaining to the closed portion of such a meeting of the public body; or
(3) Declared confidential by law, unless otherwise agreed to by each person whose interest is being protected under the order of confidentiality.
Κ The public body shall make at least one copy of the documents described in paragraphs (a), (b) and (c) available to the public at the meeting to which the documents pertain. As used in this subsection, proprietary information has the meaning ascribed to it in NRS 332.025.
6. A copy of supporting material required to be provided upon request pursuant to paragraph (c) of subsection 5 must be:
(a) If the supporting material is provided to the members of the public body before the meeting, made available to the requester at the time the material is provided to the members of the public body; or
(b) If the supporting material is provided to the members of the public body at the meeting, made available at the meeting to the requester at the same time the material is provided to the members of the public body.
Κ If the requester has agreed to receive the information and material set forth in subsection 5 by electronic mail, the public body shall, if feasible, provide the information and material by electronic mail.
7. A public body may provide the public notice, information and material required by this section by electronic mail. If a public body makes such notice, information and material available by electronic mail, the public body shall inquire of a person who requests the notice, information or material if the person will accept receipt by electronic mail. The inability of a public body, as a result of technical problems with its electronic mail system, to provide a public notice, information or material required by this section to a person who has agreed to receive such notice, information or material by electronic mail shall not be deemed to be a violation of the provisions of this chapter.
8. As used in this section, emergency means an unforeseen circumstance which requires immediate action and includes, but is not limited to:
(a) Disasters caused by fire, flood, earthquake or other natural causes; or
(b) Any impairment of the health and safety of the public.
Sec. 2. This act becomes effective on July 1, 2011.
________
κ2011 Statutes of Nevada, Page 2841κ
Assembly Bill No. 279Assemblyman Ohrenschall
CHAPTER 460
[Approved: June 16, 2011]
AN ACT relating to gaming; requiring the Nevada Gaming Commission to adopt regulations pertaining to independent testing laboratories; authorizing independent testing laboratories to inspect and certify gaming devices, equipment and systems; and providing other matters properly relating thereto.
Legislative Counsels Digest:
Existing law authorizes the State Gaming Control Board to inspect every gaming device which is manufactured, sold or distributed: (1) for use in this State, before the gaming device is put into play; and (2) in this State for use outside this State, before the gaming device is shipped from this State. The Board may also inspect every gaming device which is offered for play within this State by a state gaming licensee. Additionally, the Board may inspect various gaming equipment and systems which are manufactured, sold or distributed for use in this State and may determine, charge and collect an inspection fee from each gaming manufacturer, seller or distributor. (NRS 463.670)
This bill requires the Nevada Gaming Commission to adopt regulations providing for the registration of independent testing laboratories, which may be utilized by the Board to inspect and certify gaming devices, equipment and systems, and any components thereof, and providing for the standards and procedures for the revocation of registration of such independent testing laboratories. Such regulations must establish uniform protocols and procedures that the Board and independent testing laboratories must follow during the inspection and certification of gaming devices, equipment and systems, and any components thereof. This bill also authorizes the Commission to determine, charge and collect inspection fees from independent testing laboratories.
EXPLANATION Matter in bolded italics is new; matter between
brackets [omitted material] is material to be
omitted.
THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN
SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:
Section 1. NRS 463.670 is hereby amended to read as follows:
463.670 1. The Legislature finds and declares as facts:
(a) That the inspection of gaming devices, associated equipment, cashless wagering systems, mobile gaming systems and interactive gaming systems is essential to carry out the provisions of this chapter . [; and]
(b) That the inspection of gaming devices, associated equipment, cashless wagering systems, mobile gaming systems and interactive gaming systems is greatly facilitated by the opportunity to inspect components before assembly and to examine the methods of manufacture.
(c) That the interest of this State in the inspection of gaming devices, associated equipment, cashless wagering systems, mobile gaming systems and interactive gaming systems must be balanced with the interest of this State in maintaining a competitive gaming industry in which games can be efficiently and expeditiously brought to the market.
2. The Commission may, with the advice and assistance of the Board, adopt and implement procedures that preserve and enhance the necessary balance between the regulatory and economic interests of this State which are critical to the vitality of the gaming industry of this State.
κ2011 Statutes of Nevada, Page 2842 (CHAPTER 460, AB 279)κ
balance between the regulatory and economic interests of this State which are critical to the vitality of the gaming industry of this State.
3. The Board may inspect every gaming device which is manufactured, sold or distributed:
(a) For use in this State, before the gaming device is put into play.
(b) In this State for use outside this State, before the gaming device is shipped out of this State.
[3.] 4. The Board may inspect every gaming device which is offered for play within this State by a state gaming licensee.
[4.] 5. The Board may inspect all associated equipment, every cashless wagering system, every mobile gaming system and every interactive gaming system which is manufactured, sold or distributed for use in this State before the equipment or system is installed or used by a state gaming licensee and at any time while the state gaming licensee is using the equipment or system.
[5.] 6. In addition to all other fees and charges imposed by this chapter, the Board may determine, charge and collect an inspection fee from each manufacturer, seller , [or] distributor or independent testing laboratory which must not exceed the actual cost of inspection and investigation.
7. The Commission shall adopt regulations which:
(a) Provide for the registration of independent testing laboratories, specify the form of the application required for such registration and establish the fees required for the application, the investigation of the applicant and the registration of the applicant.
(b) Authorize the Board to utilize independent testing laboratories for the inspection and certification of any gaming device, associated equipment, cashless wagering system, mobile gaming system or interactive gaming system, or any components thereof.
(c) Establish uniform protocols and procedures which the Board and independent testing laboratories must follow during an inspection performed pursuant to subsection 3 or 5, and which independent testing laboratories must follow during the certification of any gaming device, associated equipment, cashless wagering system, mobile gaming system or interactive gaming system, or any components thereof, for use in this State or for shipment from this State.
(d) Allow an application for the registration of an independent testing laboratory to be granted upon the independent testing laboratorys completion of an inspection performed in compliance with the uniform protocols and procedures established pursuant to paragraph (c) and satisfaction of such other requirements that the Board may establish.
(e) Provide the standards and procedures for the revocation of the registration of an independent testing laboratory.
8. As used in this section, unless the context otherwise requires, independent testing laboratory means a private laboratory that is registered by the Commission to inspect and certify gaming devices, associated equipment, cashless wagering systems, mobile gaming systems and interactive gaming systems, and any components thereof, and to perform such other services as the Board and Commission may request.
Sec. 1.5. The Nevada Gaming Commission shall adopt the regulations required to be adopted pursuant to the amendatory provisions of this act before May 1, 2012.
κ2011 Statutes of Nevada, Page 2843 (CHAPTER 460, AB 279)κ
Sec. 2. This act becomes effective:
1. Upon passage and approval, for the purpose of adopting regulations; and
2. On May 1, 2012, for all other purposes.
________
Assembly Bill No. 383Assemblymen Hickey; Goicoechea, Grady and Kirner
CHAPTER 461
[Approved: June 16, 2011]
AN ACT relating to trade regulations; directing the Legislative Commission to conduct an interim study concerning trademark and copyright law; and providing other matters properly relating thereto.
Legislative Counsels Digest:
This bill directs the Legislative Commission to conduct an interim study concerning trademark and copyright law. In relevant part, the committee appointed by the Legislative Commission to conduct the interim study must consider proposals for providing greater protections for the creative or expressive works of authors, artists and other persons in this State in a manner that is consistent with federal law.
EXPLANATION Matter in bolded italics is new; matter between
brackets [omitted material] is material to be
omitted.
THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN
SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:
Section 1. 1. The Legislative Commission shall appoint a committee to conduct an interim study concerning trademark and copyright law.
2. The committee appointed by the Legislative Commission pursuant to subsection 1 must be composed of six Legislators as follows:
(a) Three members appointed by the Majority Leader of the Senate; and
(b) Three members appointed by the Speaker of the Assembly.
3. The study must include, without limitation:
(a) Consideration of the applicable provisions of federal law, including, without limitation, the Copyright Act of 1976, Pub. L. No. 94-553 (1976) as amended, and the Digital Millennium Copyright Act of 1998, Pub. L. No. 105-304 (1998) as amended.
(b) A survey of the laws of this State and other states and territories of the United States relating to the protection of trademarks and copyrights.
(c) Consideration of proposals for providing for greater protections for the creative or expressive works of authors, artists and other persons in this State in a manner that is consistent with federal law.
(d) An examination of methods by which other jurisdictions have regulated trademark and copyright law in a manner that is consistent with federal law.
(e) Insofar as is reasonably practicable, input from all parties having an interest in the regulation and protection of trademarks and copyrights.
(f) An examination of any other matter that the committee determines to be relevant to the study.
κ2011 Statutes of Nevada, Page 2844 (CHAPTER 461, AB 383)κ
4. The Legislative Commission shall submit a report of the results of the study and any recommendations for legislation to the 77th Session of the Nevada Legislature.
Sec. 2. This act becomes effective on July 1, 2011.
________
Assembly Bill No. 427Assemblyman Ohrenschall
CHAPTER 462
[Approved: June 16, 2011]
AN ACT relating to programs for recycling; directing the Legislative Commission to conduct an interim study concerning the establishment of a program requiring the payment and refund of deposits on recyclable products sold in this State; and providing other matters properly relating thereto.
Legislative Counsels Digest:
This bill directs the Legislative Commission to conduct an interim study concerning the establishment of a program for requiring deposits to be paid and then refunded on recyclable products sold in this State.
EXPLANATION Matter in bolded italics is new; matter between
brackets [omitted material] is material to be
omitted.
THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN
SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:
Section 1. 1. The Legislative Commission shall appoint a committee to conduct an interim study concerning the establishment of a program for requiring the payment and refund of deposits on recyclable products sold in this State.
2. The committee appointed by the Legislative Commission pursuant to subsection 1 must be composed of six Legislators as follows:
(a) Three members appointed by the Majority Leader of the Senate, at least one of whom must be appointed from the membership of the Senate Standing Committee on Natural Resources during the 76th Session of the Nevada Legislature; and
(b) Three members appointed by the Speaker of the Assembly, at least one of whom must be appointed from the membership of the Assembly Standing Committee on Natural Resources, Agriculture, and Mining during the 76th Session of the Nevada Legislature.
3. The study:
(a) Must include, without limitation:
(1) Consideration of the recyclable products to be included in the program, including, without limitation, plastic, glass, aluminum or tin containers and paper or plastic grocery and shopping bags.
(2) An analysis of the process for the payment and refund of the deposits on the recyclable products, including, without limitation, the creation of redemption centers.
κ2011 Statutes of Nevada, Page 2845 (CHAPTER 462, AB 427)κ
(b) May include consideration of other methods of encouraging recycling.
4. The Legislative Commission shall submit a report of the results of the study and any recommendations for legislation to the 77th Session of the Nevada Legislature.
Sec. 2. This act becomes effective on July 1, 2011.
________
Assembly Bill No. 476Committee on Ways and Means
CHAPTER 463
[Approved: June 16, 2011]
AN ACT relating to education; authorizing the Board of Regents of the University of Nevada to request an allocation from the Contingency Fund to cover a projected shortfall in the Trust Fund for the Education of Dependent Children; providing that money in the Trust Fund does not revert to the State General Fund; making an appropriation; and providing other matters properly relating thereto.
Legislative Counsels Digest:
Under existing law, the Board of Regents of the University of Nevada is required, to the extent of legislative appropriation, to pay certain fees and expenses associated with undergraduate classes taken at a school within the Nevada System of Higher Education by dependent children of a police officer, firefighter or officer of the Nevada Highway Patrol killed in the line of duty or of a volunteer ambulance driver or attendant while engaged as such. These fees and expenses are paid from the Trust Fund for the Education of Dependent Children, which also receives money from gifts and grants. (NRS 396.545) Section 1 of this bill requires the Board of Regents to estimate each fiscal year the amount of money in the Trust Fund that is available in that fiscal year for payment of such fees and expenses and the anticipated amount of such payments for that fiscal year. If, as a result of this estimation, there is a projected shortfall in the Trust Fund for the fiscal year, the Board of Regents is authorized to request an allocation from the Contingency Fund to cover the shortfall. The Interim Finance Committee is authorized under existing law to make allocations from the Contingency Fund: (1) for emergency use to supplement regular legislative appropriations which fail to cover unforeseen expenses; (2) to meet expenses pursuant to the requirements of a law; or (3) as provided by specific statute. (NRS 353.266)
Section 1 also provides that money in the Trust Fund does not revert to the State General Fund at the end of a fiscal year, but instead remains in the Trust Fund. Section 2 of this bill makes an appropriation from the State General Fund to the Trust Fund of $25,000.
EXPLANATION Matter in bolded italics is new; matter between
brackets [omitted material] is material to be
omitted.
THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN
SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:
Section 1. NRS 396.545 is hereby amended to read as follows:
396.545 1. To the extent of [legislative appropriation,] money available for this purpose, the Board of Regents shall pay all registration fees, laboratory fees and expenses for required textbooks and course materials assessed against or incurred by a dependent child of:
κ2011 Statutes of Nevada, Page 2846 (CHAPTER 463, AB 476)κ
fees, laboratory fees and expenses for required textbooks and course materials assessed against or incurred by a dependent child of:
(a) A police officer, firefighter or officer of the Nevada Highway Patrol who was killed in the line of duty; or
(b) A volunteer ambulance driver or attendant who was killed while engaged as a volunteer ambulance driver or attendant,
Κ for classes taken towards satisfying the requirements of an undergraduate degree at a school within the System. No such payment may be made for any fee assessed after the child reaches the age of 23 years.
2. There is hereby created in the State Treasury a Trust Fund for the Education of Dependent Children. The Board of Regents shall administer the Trust Fund. The Board of Regents may accept gifts and grants for deposit in the Trust Fund. All money held by the State Treasurer or received by the Board of Regents for that purpose must be deposited in the Trust Fund. The money in the Trust Fund must be invested as the money in other state funds is invested. After deducting all applicable charges, all interest and income earned on the money in the Trust Fund must be credited to the Trust Fund. Any money remaining in the Trust Fund at the end of a fiscal year does not revert to the State General Fund, and the balance in the Trust Fund must be carried forward to the next fiscal year.
3. For each fiscal year, the Board of Regents shall estimate:
(a) The amount of money in the Trust Fund that is available to make payments pursuant to subsection 1 for that fiscal year; and
(b) The anticipated amount of such payments for that fiscal year.
Κ If the anticipated amount of payments estimated for the fiscal year exceeds the estimated amount of money available in the Trust Fund in the fiscal year for such payments, the Board of Regents may request an allocation from the Contingency Fund created pursuant to NRS 353.266 to cover the projected shortfall.
4. As used in this section:
(a) Firefighter means a person who is a salaried employee or volunteer member of a fire prevention or suppression unit organized by a local government and whose principal duty is to control and extinguish fires.
(b) Local government means a county, city, unincorporated town or metropolitan police department.
(c) Police officer means a person who is a salaried employee of a police department or other law enforcement agency organized or operated by a local government and whose principal duty is to enforce the law.
(d) Volunteer ambulance driver or attendant means a person who is a driver of or attendant on an ambulance owned or operated by:
(1) A nonprofit organization that provides volunteer ambulance service in any county, city or town in this State; or
(2) A political subdivision of this State.
Sec. 2. There is hereby appropriated from the State General Fund to the Trust Fund for the Education of Dependent Children created by NRS 396.545 the sum of $25,000 to pay for expenses pursuant to that section.
Sec. 3. This act becomes effective on July 1, 2011.
________
κ2011 Statutes of Nevada, Page 2847κ
Assembly Bill No. 487Committee on Ways and Means
CHAPTER 464
[Approved: June 16, 2011]
AN ACT making appropriations to the State Board of Examiners for employee retirement buyouts and terminal leave payments for eliminated positions; and providing other matters properly relating thereto.
EXPLANATION Matter in bolded italics is new; matter between
brackets [omitted material] is material to be
omitted.
THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN
SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:
Section 1. There is hereby appropriated from the State General Fund to the State Board of Examiners the sum of $3,300,000 for employee retirement buyouts and terminal leave payments for eliminated positions.
Sec. 2. Any remaining balance of the appropriation made by section 1 of this act must not be committed for expenditure after June 30, 2013, by the entity to which the appropriation is made or any entity to which money from the appropriation is granted or otherwise transferred in any manner, and any portion of the appropriated money remaining must not be spent for any purpose after September 20, 2013, by either the entity to which the money was appropriated or the entity to which the money was subsequently granted or transferred, and must be reverted to the State General Fund on or before September 20, 2013.
Sec. 2.3. There is hereby appropriated from the State Highway Fund to the State Board of Examiners the sum of $134,000 for employee retirement buyouts and terminal leave payments for eliminated positions.
Sec. 2.5. Any remaining balance of the appropriation made by section 2.3 of this act must not be committed for expenditure after June 30, 2013, by the entity to which the appropriation is made or any entity to which money from the appropriation is granted or otherwise transferred in any manner, and any portion of the appropriated money remaining must not be spent for any purpose after September 20, 2013, by either the entity to which the money was appropriated or the entity to which the money was subsequently granted or transferred, and must be reverted to the State Highway Fund on or before September 20, 2013.
Sec. 3. This act becomes effective upon passage and approval.
________
κ2011 Statutes of Nevada, Page 2848κ
Assembly Bill No. 494Committee on Ways and Means
CHAPTER 465
[Approved: June 16, 2011]
AN ACT making appropriations to restore the balances in the Stale Claims Account, Emergency Account, Reserve for Statutory Contingency Account and Contingency Fund; and providing other matters properly relating thereto.
EXPLANATION Matter in bolded italics is new; matter between
brackets [omitted material] is material to be
omitted.
THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN
SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:
Section 1. There is hereby appropriated from the State General Fund to the:
1. Stale Claims Account created by NRS 353.097 the sum of $3,500,000 to restore the balance in the Account.
2. Emergency Account created by NRS 353.263 the sum of $50,000 to restore the balance in the Account.
3. Reserve for Statutory Contingency Account created by NRS 353.264 the sum of $2,200,000 to restore the balance in the Account.
4. Contingency Fund created by NRS 353.266 the sum of $5,000,000 to restore the balance in the Fund.
Sec. 2. This act becomes effective upon passage and approval.
________
κ2011 Statutes of Nevada, Page 2849κ
Assembly Bill No. 524Committee on Ways and Means
CHAPTER 466
[Approved: June 16, 2011]
AN ACT relating to appraisers of real estate; revising certain fees for the issuance or renewal of a license or certificate; and providing other matters properly relating thereto.
Legislative Counsels Digest:
Under existing law, a fee of $290 is charged for the issuance or biennial renewal of a license or certificate as a residential appraiser, and a fee of $390 is charged for the issuance or biennial renewal of a certificate as a general appraiser. (NRS 645C.450) A portion of that fee, currently $50, is retained by the Real Estate Division of the Department of Business and Industry for payment of the registry fee to the Federal Financial Institutions Examination Council. (NRS 645C.240) On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) was signed into law. (Pub. L. No. 111-203, 124 Stat. 1376) The Dodd-Frank Act revised 12 U.S.C. § 3338 to increase the annual registry fee from $25 to $40.
This bill increases the biennial fees charged for the issuance or renewal of a license or certificate as a residential appraiser and for the issuance or renewal of a certificate as a general appraiser by $30 to cover the annual $15 increase in the federal registry fee.
EXPLANATION Matter in bolded italics is new; matter between
brackets [omitted material] is material to be
omitted.
THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN
SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:
Section 1. NRS 645C.450 is hereby amended to read as follows:
645C.450 1. The following fees may be charged and collected by the Division:
Application for a certificate, license or registration card............................................................................... $100
Issuance or renewal of a certificate or license as a residential appraiser........................................... [290] 320
Issuance or renewal of a certificate as a general appraiser.................................................................. [390] 420
Issuance of a permit............................................................................................................................................... 115
Issuance or renewal of a registration card.......................................................................................................... 190
Issuance of a duplicate certificate or license for an additional office............................................................ 50
Change in the name or location of a business..................................................................................................... 20
Reinstatement of an inactive certificate or license............................................................................................. 30
Annual approval of a course of instruction offered in preparation for an initial certificate or license... 100
Original approval of a course of instruction offered for continuing education........................................... 100
Renewal of approval of a course of instruction offered for continuing education...................................... 50
2. The Division shall adopt regulations which establish the fees to be charged and collected by the Division to pay the costs of:
κ2011 Statutes of Nevada, Page 2850 (CHAPTER 466, AB 524)κ
(a) Any examination for a certificate or license, including any costs which are necessary for the administration of such an examination.
(b) Any investigation of a persons background.
Sec. 2. This act becomes effective on January 1, 2012.
________
Assembly Bill No. 526Committee on Ways and Means
CHAPTER 467
[Approved: June 16, 2011]
AN ACT relating to the State Fire Marshal; revising the requirement that the State Fire Marshal inspect all state buildings; and providing other matters properly relating thereto.
Legislative Counsels Digest:
Under existing law, the State Fire Marshal is required to annually inspect all state buildings and to issue certain orders to provide for the protection of the property against fire. If an agency fails to comply with an order of the State Fire Marshal, the State Fire Marshal is required to report the failure to the State Public Works Board, which must take any necessary steps to correct the situation. (NRS 477.035) The State Public Works Board is required to inspect all state buildings and physical plant facilities periodically. (NRS 341.201)
This bill revises the provisions that require the State Fire Marshal to annually inspect all state buildings to instead require the State Fire Marshal to maintain a prioritized schedule for the inspection of state buildings and to adopt regulations that establish the criteria for the prioritization of inspections.
EXPLANATION Matter in bolded italics is new; matter between
brackets [omitted material] is material to be
omitted.
THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN
SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:
Section 1. (Deleted by amendment.)
Sec. 1.5. NRS 477.035 is hereby amended to read as follows:
477.035 1. The State Fire Marshal shall:
(a) [Inspect] Maintain a prioritized schedule to inspect or cause to be inspected [annually,] all state buildings [and order such fire-extinguishing and safety appliances as the State Fire Marshal deems necessary for the protection of the property against fire.] to determine the extent of compliance with the provisions of all laws or regulations adopted by the State to protect employees, the general public and property against fire.
(b) Order [the removal of combustibles and rubbish from the property, or order such changes in the entrances or exits of the buildings as will promote the safety of the occupants, or order the provision of such fire escapes as] any changes that the State Fire Marshal may deem necessary [.] to comply with any laws or regulations adopted by the State to protect employees, the general public and property against fire.
(c) Provide inspection forms and maintain records of inspections of state-owned or state-occupied buildings.
κ2011 Statutes of Nevada, Page 2851 (CHAPTER 467, AB 526)κ
2. If the agency in charge of any state property fails to comply with the order of the State Fire Marshal for any structural change within 30 days after the receipt of such order, the State Fire Marshal shall report such failure to the State Public Works Board. The State Public Works Board shall thereupon take necessary steps to correct the situation as ordered.
3. The State Fire Marshal may contract with local authorities for the inspection of state-owned or state-occupied buildings.
4. The State Fire Marshal shall adopt regulations establishing the criteria for the prioritization of inspections of state buildings pursuant to this section.
Sec. 2. This act becomes effective on July 1, 2011.
________
Assembly Bill No. 527Committee on Ways and Means
CHAPTER 468
[Approved: June 16, 2011]
AN ACT making an appropriation for the implementation and operation of a principal leadership training program; and providing other matters properly relating thereto.
EXPLANATION Matter in bolded italics is new; matter between brackets
[omitted
material] is material to be omitted.
THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN
SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:
Section 1. 1. There is hereby appropriated from the State General Fund to the Department of Administration to contract with the Clark County Public Education Foundation the sum of $100,000 for the implementation and operation of a principal leadership training program.
2. The Department of Administration may release the money appropriated by subsection 1 only upon receipt of evidence that the Clark County Public Education Foundation has matched or exceeded the appropriation from other sources.
Sec. 2. 1. The Clark County Public Education Foundation shall work in cooperation with the 17 school districts, other public education foundations in this State, and the Regional Professional Development training programs for the professional development of teachers and administrators created by NRS 391.512 to design and implement the training program.
2. The Clark County Public Education Foundation shall use the money appropriated by subsection 1 of section 1 of this act to implement and operate a principal leadership training program, including, without limitation:
(a) Personnel for the program;
(b) Equipment and supplies for the program;
(c) Research related to the design of a curriculum;
(d) Marketing to licensed principals throughout the State; and
(e) Data systems for the reporting of participation and results.
κ2011 Statutes of Nevada, Page 2852 (CHAPTER 468, AB 527)κ
Sec. 3. Upon acceptance of the money appropriated by subsection 1 of section 1 of this act, the Clark County Public Education Foundation shall:
1. Prepare and transmit a report to the Director of the Legislative Counsel Bureau for transmission to the Interim Finance Committee on or before December 15, 2012, that describes each expenditure made from the money appropriated by subsection 1 of section 1 of this act from the date on which the money was received through December 1, 2012;
2. Prepare and transmit a final report to the Director of the Legislative Counsel Bureau for transmittal to the Interim Finance Committee on or before September 20, 2013, that describes each expenditure made from the money appropriated by subsection 1 of section 1 of this act from the date on which the money was received through June 30, 2013; and
3. Upon request of the Legislative Commission, make available to the Legislative Auditor any of the books, accounts, claims, reports, vouchers or other records of information, confidential or otherwise, of the Clark County Public Education Foundation, regardless of their form or location, that the Legislative Auditor deems necessary to conduct an audit of the use of the money appropriated by subsection 1 of section 1 of this act.
Sec. 4. Any remaining balance of the appropriation made by subsection 1 of section 1 of this act must not be committed for expenditure after June 30, 2013, by the entity to which the appropriation is made or any entity to which the money from the appropriation is granted or otherwise transferred in any manner, and any portion of the appropriated money remaining must not be spent for any purpose after September 20, 2013, by either the entity to which the money was appropriated or the entity to which the money was subsequently granted or transferred, and must be reverted to the State General Fund on or before September 20, 2013.
Sec. 5. This act becomes effective upon passage and approval.
________
κ2011 Statutes of Nevada, Page 2853κ
Assembly Bill No. 528Committee on Ways and Means
CHAPTER 469
[Approved: June 16, 2011]
AN ACT relating to public health; authorizing the transfer of money received to carry out provisions relating to the medical use of marijuana; requiring the Division of Mental Health and Developmental Services of the Department of Health and Human Services to use certain money for alcohol and drug abuse programs for certain persons; and providing other matters properly relating thereto.
Legislative Counsels Digest:
Section 1 of this bill authorizes the Administrator of the Health Division of the Department of Health and Human Services to transfer to the Division of Mental Health and Developmental Services of the Department money received to carry out the program for the issuance of registry identification cards to persons who engage in the medical use of marijuana. Section 2 of this bill requires the Division of Mental Health and Developmental Services to use the money transferred pursuant to section 1 to provide alcohol and drug abuse programs to persons referred by an agency which provides child welfare services.
EXPLANATION Matter in bolded italics is new; matter between
brackets [omitted material] is material to be
omitted.
THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN
SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:
Section 1. NRS 453A.730 is hereby amended to read as follows:
453A.730 1. Any money the Administrator of the Division receives pursuant to NRS 453A.720 or that is appropriated to carry out the provisions of this chapter:
(a) Must be deposited in the State Treasury and accounted for separately in the State General Fund;
(b) May only be used to carry out [the] :
(1) The provisions of this chapter, including the dissemination of information concerning the provisions of this chapter and such other information as determined appropriate by the Administrator; and
(2) Alcohol and drug abuse programs pursuant to section 2 of this act; and
(c) Does not revert to the State General Fund at the end of any fiscal year.
2. The Administrator of the Division may transfer money in the account created pursuant to subsection 1 that is not needed to carry out this chapter to the Division of Mental Health and Developmental Services of the Department of Health and Human Services for use by an agency of that Division which provides services for the treatment and prevention of substance abuse. The money transferred pursuant to this subsection must be used for the provision of alcohol and drug abuse programs in accordance with section 2 of this act.
κ2011 Statutes of Nevada, Page 2854 (CHAPTER 469, AB 528)κ
3. The Administrator of the Division shall administer the account. Any interest or income earned on the money in the account must be credited to the account. Any claims against the account must be paid as other claims against the State are paid.
Sec. 2. Chapter 458 of NRS is hereby amended by adding thereto a new section to read as follows:
1. The Division shall use any money transferred pursuant to NRS 453A.730 to provide alcohol and drug abuse programs to persons referred to the Division by agencies which provide child welfare services.
2. Money received pursuant to NRS 453A.730 must be accounted for separately by the Division.
Sec. 3. NRS 458.010 is hereby amended to read as follows:
458.010 As used in NRS 458.010 to 458.350, inclusive, and section 2 of this act, unless the context requires otherwise:
1. Administrator means the Administrator of the Division.
2. Alcohol and drug abuse program means a project concerned with education, prevention and treatment directed toward achieving the mental and physical restoration of alcohol and drug abusers.
3. Alcohol and drug abuser means a person whose consumption of alcohol or other drugs, or any combination thereof, interferes with or adversely affects the ability of the person to function socially or economically.
4. Alcoholic means any person who habitually uses alcoholic beverages to the extent that the person endangers the health, safety or welfare of himself or herself or any other person or group of persons.
5. Civil protective custody means a custodial placement of a person to protect the health or safety of the person. Civil protective custody does not have any criminal implication.
6. Detoxification technician means a person who is certified by the Division to provide screening for the safe withdrawal from alcohol and other drugs.
7. Division means the Division of Mental Health and Developmental Services of the Department of Health and Human Services.
8. Facility means a physical structure used for the education, prevention and treatment, including mental and physical restoration, of alcohol and drug abusers.
Sec. 4. NRS 458.100 is hereby amended to read as follows:
458.100 1. All gifts or grants of money for an alcohol and drug abuse program which the Division is authorized to accept must be deposited in the State Treasury for credit to the State Grant and Gift Account for Alcohol and Drug Abuse which is hereby created in the Department of Health and Human Services Gift Fund.
2. [Money] Subject to the limitations set forth in section 2 of this act, money in the Account must be used to carry out the provisions of NRS 458.010 to 458.350, inclusive [.] , and section 2 of this act.
3. All claims must be approved by the Administrator before they are paid.
Sec. 5. NRS 458.103 is hereby amended to read as follows:
458.103 The Division may accept:
1. Money appropriated and made available by any act of Congress for any alcohol and drug abuse program administered by the Division as provided by law.
κ2011 Statutes of Nevada, Page 2855 (CHAPTER 469, AB 528)κ
2. Money appropriated and made available by the State of Nevada or by a county, a city, a public district or any political subdivision of this State for any alcohol and drug abuse program administered by the Division as provided by law.
3. Money transferred pursuant to NRS 453A.730 for the provision of alcohol and drug abuse programs in accordance with section 2 of this act.
Sec. 6. This act becomes effective on July 1, 2011.
________
Senate Bill No. 168Senators Hardy; and Gustavson
CHAPTER 470
[Approved: June 16, 2011]
AN ACT relating to public health; revising provisions governing access to certain medical records; revising provisions governing the submission of certain reports concerning surgeries requiring conscious sedation, deep sedation or general anesthesia; revising provisions governing reports to the Board of Medical Examiners and the State Board of Osteopathic Medicine of a change in the privileges of certain providers of health care; revising provisions governing the standard of proof in any disciplinary hearing before the Board of Medical Examiners; and providing other matters properly relating thereto.
Legislative Counsels Digest:
Section 1 of this bill provides that if the health care records of a patient are located within this State, a provider of health care must make the records available for physical inspection within 5 working days after they are requested.
Existing law requires any hospital, clinic or other medical facility or medical society to report to the Board of Medical Examiners any change in the privileges of a physician, perfusionist, physician assistant or practitioner of respiratory care while the person is under investigation and the outcome of any disciplinary action taken within 30 days after the change in privileges is made or disciplinary action is taken. A hospital, clinic or other medical facility or medical society is also required to report such information to the State Board of Osteopathic Medicine concerning a change in the privileges of an osteopathic physician who is under investigation. (NRS 630.307, 633.533) Section 8 of this bill requires that such a report concerning a change in the privileges of a physician, perfusionist, physician assistant or practitioner of respiratory care be made within 5 days after the change in privileges is made if the change in privileges is based on an investigation of the mental, medical or psychological competency of the person or suspected or alleged substance abuse by the person. Section 21 of this bill imposes similar reporting requirements concerning a change in the privileges of a physician assistant who is under investigation and a change in the privileges of an osteopathic physician or physician assistant if the change in privileges is based on an investigation of the mental, medical or psychological competency of the osteopathic physician or physician assistant or suspected or alleged substance abuse by the osteopathic physician or physician assistant.
Section 10 of this bill provides that in any disciplinary hearing before the Board of Medical Examiners, a finding of the Board must be supported by a preponderance of the evidence.
κ2011 Statutes of Nevada, Page 2856 (CHAPTER 470, SB 168)κ
Existing law requires persons who are licensed to practice medicine by the Board of Medical Examiners and persons who are licensed to practice osteopathic medicine by the State Board of Osteopathic Medicine to make certain reports concerning surgeries requiring conscious sedation, deep sedation or general anesthesia performed by the holder of the license and the occurrence of any sentinel events arising from those surgeries. Persons who are licensed to practice medicine are required to submit the reports to the Board of Medical Examiners and persons who are licensed to practice osteopathic medicine are required to submit the reports to the State Board of Osteopathic Medicine. The boards are required to submit the reports to the Health Division of the Department of Health and Human Services which then reviews the reports. (NRS 449.447, 630.30665, 633.524) Section 7.5 of this bill revises these reporting requirements as they pertain to a physician and requires a physician to report the occurrence of any sentinel event arising from a surgery requiring conscious sedation, deep sedation or general anesthesia within 14 days after the occurrence of the sentinel event. Section 20 of this bill imposes a similar reporting requirement on an osteopathic physician.
EXPLANATION Matter in bolded italics is new; matter between
brackets [omitted material] is material to be
omitted.
THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN
SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:
Section 1. NRS 629.061 is hereby amended to read as follows:
629.061 1. Each provider of health care shall make the health care records of a patient available for physical inspection by:
(a) The patient or a representative with written authorization from the patient;
(b) The personal representative of the estate of a deceased patient;
(c) Any trustee of a living trust created by a deceased patient;
(d) The parent or guardian of a deceased patient who died before reaching the age of majority;
(e) An investigator for the Attorney General or a grand jury investigating an alleged violation of NRS 200.495, 200.5091 to 200.50995, inclusive, or 422.540 to 422.570, inclusive;
(f) An investigator for the Attorney General investigating an alleged violation of NRS 616D.200, 616D.220, 616D.240 or 616D.300 to 616D.440, inclusive, or any fraud in the administration of chapter 616A, 616B, 616C, 616D or 617 of NRS or in the provision of benefits for industrial insurance; or
(g) Any authorized representative or investigator of a state licensing board during the course of any investigation authorized by law.
Κ The records must be made available at a place within the depository convenient for physical inspection . [, and inspection must be permitted at all reasonable office hours and for a reasonable length of time.] If the records are located within this State, the provider shall make any records requested pursuant to this section available for inspection within 5 working days after the request. If the records are located outside this State, the provider shall make any records requested pursuant to this section available in this State for inspection within 10 working days after the request.
2. Except as otherwise provided in subsection 3, the provider of health care shall also furnish a copy of the records to each person described in subsection 1 who requests it and pays the actual cost of postage, if any, the costs of making the copy, not to exceed 60 cents per page for photocopies and a reasonable cost for copies of X-ray photographs and other health care records produced by similar processes.
κ2011 Statutes of Nevada, Page 2857 (CHAPTER 470, SB 168)κ
records produced by similar processes. No administrative fee or additional service fee of any kind may be charged for furnishing such a copy.
3. The provider of health care shall also furnish a copy of any records that are necessary to support a claim or appeal under any provision of the Social Security Act, 42 U.S.C. §§ 301 et seq., or under any federal or state financial needs-based benefit program, without charge, to a patient, or a representative with written authorization from the patient, who requests it, if the request is accompanied by documentation of the claim or appeal. A copying fee, not to exceed 60 cents per page for photocopies and a reasonable cost for copies of X-ray photographs and other health care records produced by similar processes, may be charged by the provider of health care for furnishing a second copy of the records to support the same claim or appeal. No administrative fee or additional service fee of any kind may be charged for furnishing such a copy. The provider of health care shall furnish the copy of the records requested pursuant to this subsection within 30 days after the date of receipt of the request, and the provider of health care shall not deny the furnishing of a copy of the records pursuant to this subsection solely because the patient is unable to pay the fees established in this subsection.
4. Each person who owns or operates an ambulance in this State shall make the records regarding a sick or injured patient available for physical inspection by:
(a) The patient or a representative with written authorization from the patient;
(b) The personal representative of the estate of a deceased patient;
(c) Any trustee of a living trust created by a deceased patient;
(d) The parent or guardian of a deceased patient who died before reaching the age of majority; or
(e) Any authorized representative or investigator of a state licensing board during the course of any investigation authorized by law.
Κ The records must be made available at a place within the depository convenient for physical inspection, and inspection must be permitted at all reasonable office hours and for a reasonable length of time. The person who owns or operates an ambulance shall also furnish a copy of the records to each person described in this subsection who requests it and pays the actual cost of postage, if any, and the costs of making the copy, not to exceed 60 cents per page for photocopies. No administrative fee or additional service fee of any kind may be charged for furnishing a copy of the records.
5. Records made available to a representative or investigator must not be used at any public hearing unless:
(a) The patient named in the records has consented in writing to their use; or
(b) Appropriate procedures are utilized to protect the identity of the patient from public disclosure.
6. Subsection 5 does not prohibit:
(a) A state licensing board from providing to a provider of health care or owner or operator of an ambulance against whom a complaint or written allegation has been filed, or to his or her attorney, information on the identity of a patient whose records may be used in a public hearing relating to the complaint or allegation, but the provider of health care or owner or operator of an ambulance and the attorney shall keep the information confidential.
κ2011 Statutes of Nevada, Page 2858 (CHAPTER 470, SB 168)κ
(b) The Attorney General from using health care records in the course of a civil or criminal action against the patient or provider of health care.
7. A provider of health care or owner or operator of an ambulance and his or her agents and employees are immune from any civil action for any disclosures made in accordance with the provisions of this section or any consequential damages.
8. For the purposes of this section:
(a) Guardian means a person who has qualified as the guardian of a minor pursuant to testamentary or judicial appointment, but does not include a guardian ad litem.
(b) Living trust means an inter vivos trust created by a natural person:
(1) Which was revocable by the person during the lifetime of the person; and
(2) Who was one of the beneficiaries of the trust during the lifetime of the person.
(c) Parent means a natural or adoptive parent whose parental rights have not been terminated.
(d) Personal representative has the meaning ascribed to it in NRS 132.265.
Sec. 2. (Deleted by amendment.)
Sec. 3. NRS 630.130 is hereby amended to read as follows:
630.130 1. In addition to the other powers and duties provided in this chapter, the Board shall, in the interest of the public, judiciously:
(a) Enforce the provisions of this chapter;
(b) Establish by regulation standards for licensure under this chapter;
(c) Conduct examinations for licensure and establish a system of scoring for those examinations;
(d) Investigate the character of each applicant for a license and issue licenses to those applicants who meet the qualifications set by this chapter and the Board; and
(e) Institute a proceeding in any court to enforce its orders or the provisions of this chapter.
2. On or before February 15 of each odd-numbered year, the Board shall submit to the Governor and to the Director of the Legislative Counsel Bureau for transmittal to the next regular session of the Legislature a written report compiling:
(a) Disciplinary action taken by the Board during the previous biennium against physicians for malpractice or negligence;
(b) Information reported to the Board during the previous biennium pursuant to NRS 630.3067, 630.3068, subsections 3 and [4] 6 of NRS 630.307 and NRS 690B.250 and 690B.260; and
(c) Information reported to the Board during the previous biennium pursuant to NRS 630.30665, including, without limitation, the number and types of surgeries performed by each holder of a license to practice medicine and the occurrence of sentinel events arising from such surgeries, if any.
Κ The report must include only aggregate information for statistical purposes and exclude any identifying information related to a particular person.
3. The Board may adopt such regulations as are necessary or desirable to enable it to carry out the provisions of this chapter.
κ2011 Statutes of Nevada, Page 2859 (CHAPTER 470, SB 168)κ
Sec. 4. NRS 630.267 is hereby amended to read as follows:
630.267 1. Each holder of a license to practice medicine must, on or before July 1 , or if July 1 is a Saturday, Sunday or legal holiday, on the next business day after July 1, of each [alternate] odd-numbered year:
(a) Submit a list of all actions filed or claims submitted to arbitration or mediation for malpractice or negligence against him or her during the previous 2 years.
(b) Pay to the Secretary-Treasurer of the Board the applicable fee for biennial registration. This fee must be collected for the period for which a physician is licensed.
(c) Submit all information required to complete the biennial registration.
2. When a holder of a license fails to pay the fee for biennial registration and submit all information required to complete the biennial registration after they become due, his or her license to practice medicine in this State [is automatically suspended.] expires. The holder may, within 2 years after the date the license [is suspended,] expires, upon payment of twice the amount of the current fee for biennial registration to the Secretary-Treasurer and submission of all information required to complete the biennial registration and after he or she is found to be in good standing and qualified under the provisions of this chapter, be reinstated to practice.
3. The Board shall make such reasonable attempts as are practicable to notify a licensee:
(a) At least once that the fee for biennial registration and all information required to complete the biennial registration are due; and
(b) That his or her license [is suspended.] has expired.
Κ A copy of this notice must be sent to the Drug Enforcement Administration of the United States Department of Justice or its successor agency.
Sec. 5. (Deleted by amendment.)
Sec. 6. NRS 630.2695 is hereby amended to read as follows:
630.2695 1. Each license issued pursuant to NRS 630.2694 expires on July 1 , or if July 1 is a Saturday, Sunday or legal holiday, on the next business day after July 1, of every odd-numbered year and may be renewed if, before the license expires, the holder of the license submits to the Board:
(a) A completed application for renewal on a form prescribed by the Board;
(b) Proof of completion of the requirements for continuing education prescribed by regulations adopted by the Board pursuant to NRS 630.269; and
(c) The applicable fee for renewal of the license prescribed by the Board pursuant to NRS 630.2691.
2. A license that expires pursuant to this section not more than 2 years before an application for renewal is made [is automatically suspended and] may be reinstated only if the applicant:
(a) Complies with the provisions of subsection 1; and
(b) Submits to the Board the fees:
(1) For the reinstatement of an expired license, prescribed by regulations adopted by the Board pursuant to NRS 630.269; and
(2) For each biennium that the license was expired, for the renewal of the license.
κ2011 Statutes of Nevada, Page 2860 (CHAPTER 470, SB 168)κ
3. If a license has been expired for more than 2 years, a person may not renew or reinstate the license but must apply for a new license and submit to the examination required pursuant to NRS 630.2692.
4. The Board shall send a notice of renewal to each licensee not later than 60 days before his or her license expires. The notice must include the amount of the fee for renewal of the license.
Sec. 7. NRS 630.277 is hereby amended to read as follows:
630.277 1. Every person who wishes to practice respiratory care in this State must:
(a) Have a high school diploma or general equivalency diploma;
(b) Complete an educational program for respiratory care which has been approved by the Commission on Accreditation of Allied Health Education Programs or its successor organization or the Committee on Accreditation for Respiratory Care or its successor organization;
(c) Pass the examination as an entry-level or advanced practitioner of respiratory care administered by the [Commission on Accreditation of Allied Health Education Programs or its successor organization or the Committee on Accreditation] National Board for Respiratory Care or its successor organization;
(d) Be certified by the [Commission on Accreditation of Allied Health Education Programs or its successor organization or the Committee on Accreditation] National Board for Respiratory Care or its successor organization; and
(e) Be licensed to practice respiratory care by the Board and have paid the required fee for licensure.
2. Except as otherwise provided in subsection 3, a person shall not:
(a) Practice respiratory care; or
(b) Hold himself or herself out as qualified to practice respiratory care,
Κ in this State without complying with the provisions of subsection 1.
3. Any person who has completed the educational requirements set forth in paragraphs (a) and (b) of subsection 1 may practice respiratory care pursuant to a program of practical training as an intern in respiratory care for not more than 12 months after completing those educational requirements.
Sec. 7.5. NRS 630.30665 is hereby amended to read as follows:
630.30665 1. The Board shall require each holder of a license to practice medicine to submit [annually] to the Board, on a form provided by the Board, a report stating the number and type of surgeries requiring conscious sedation, deep sedation or general anesthesia performed by the holder of the license at his or her office or any other facility, excluding any surgical care performed:
(a) At a medical facility as that term is defined in NRS 449.0151; or
(b) Outside of this State.
2. In addition to the report required pursuant to subsection 1, the Board shall require each holder of a license to practice medicine to submit a report [annually] to the Board concerning the occurrence of any sentinel event arising from any surgery described in subsection 1. The report must be submitted in the manner prescribed by the Board which must be substantially similar to the manner prescribed by the State Board of Health for reporting information pursuant to NRS 439.835.
3. Each holder of a license to practice medicine shall submit the reports required pursuant to subsections 1 and 2 [whether] :
κ2011 Statutes of Nevada, Page 2861 (CHAPTER 470, SB 168)κ
(a) At the time the holder of a license renews his or her license; and
(b) Whether or not the holder of the license performed any surgery described in subsection 1. Failure to submit a report or knowingly filing false information in a report constitutes grounds for initiating disciplinary action pursuant to subsection 9 of NRS 630.306.
4. In addition to the reports required pursuant to subsections 1 and 2, the Board shall require each holder of a license to practice medicine to submit a report to the Board concerning the occurrence of any sentinel event arising from any surgery described in subsection 1 within 14 days after the occurrence of the sentinel event. The report must be submitted in the manner prescribed by the Board.
5. The Board shall:
(a) Collect and maintain reports received pursuant to subsections 1 [and 2;] , 2 and 4;
(b) Ensure that the reports, and any additional documents created from the reports, are protected adequately from fire, theft, loss, destruction and other hazards, and from unauthorized access; and
(c) Submit to the Health Division a copy of the report submitted pursuant to subsection 1. The Health Division shall maintain the confidentiality of such reports in accordance with subsection [5.] 6.
[5.] 6. Except as otherwise provided in NRS 239.0115, a report received pursuant to subsection 1 , [or] 2 or 4 is confidential, not subject to subpoena or discovery, and not subject to inspection by the general public.
[6.] 7. The provisions of this section do not apply to surgical care requiring only the administration of oral medication to a patient to relieve the patients anxiety or pain, if the medication is not given in a dosage that is sufficient to induce in a patient a controlled state of depressed consciousness or unconsciousness similar to general anesthesia, deep sedation or conscious sedation.
[7.] 8. In addition to any other remedy or penalty, if a holder of a license to practice medicine fails to submit a report or knowingly files false information in a report submitted pursuant to this section, the Board may, after providing the holder of a license to practice medicine with notice and opportunity for a hearing, impose against the holder of a license to practice medicine an administrative penalty for each such violation. The Board shall establish by regulation a sliding scale based on the severity of the violation to determine the amount of the administrative penalty to be imposed against the holder of the license pursuant to this subsection. The regulations must include standards for determining the severity of the violation and may provide for a more severe penalty for multiple violations.
[8.] 9. As used in this section:
(a) Conscious sedation has the meaning ascribed to it in NRS 449.436.
(b) Deep sedation has the meaning ascribed to it in NRS 449.437.
(c) General anesthesia has the meaning ascribed to it in NRS 449.438.
(d) Health Division has the meaning ascribed to it in NRS 449.009.
(e) Sentinel event means an unexpected occurrence involving death or serious physical or psychological injury or the risk thereof, including, without limitation, any process variation for which a recurrence would carry a significant chance of serious adverse outcome. The term includes loss of limb or function.
κ2011 Statutes of Nevada, Page 2862 (CHAPTER 470, SB 168)κ
Sec. 8. NRS 630.307 is hereby amended to read as follows:
630.307 1. Except as otherwise provided in subsection 2, any person may file with the Board a complaint against a physician, perfusionist, physician assistant or practitioner of respiratory care on a form provided by the Board. The form may be submitted in writing or electronically. If a complaint is submitted anonymously, the Board may accept the complaint but may refuse to consider the complaint if the lack of the identity of the complainant makes processing the complaint impossible or unfair to the person who is the subject of the complaint.
2. Any licensee, medical school or medical facility that becomes aware that a person practicing medicine, perfusion or respiratory care in this State has, is or is about to become engaged in conduct which constitutes grounds for initiating disciplinary action shall file a written complaint with the Board within 30 days after becoming aware of the conduct.
3. [Any] Except as otherwise provided in subsection 4, any hospital, clinic or other medical facility licensed in this State, or medical society, shall report to the Board any change in the privileges of a physician, perfusionist, physician assistant or practitioner of respiratory care to practice while the physician, perfusionist, physician assistant or practitioner of respiratory care is under investigation and the outcome of any disciplinary action taken by that facility or society against the physician, perfusionist, physician assistant or practitioner of respiratory care concerning the care of a patient or the competency of the physician, perfusionist, physician assistant or practitioner of respiratory care within 30 days after the change in privileges is made or disciplinary action is taken.
4. A hospital, clinic or other medical facility licensed in this State, or medical society, shall report to the Board within 5 days after a change in the privileges of a physician, perfusionist, physician assistant or practitioner of respiratory care to practice that is based on:
(a) An investigation of the mental, medical or psychological competency of the physician, perfusionist, physician assistant or practitioner of respiratory care; or
(b) Suspected or alleged substance abuse in any form by the physician, perfusionist, physician assistant or practitioner of respiratory care.
5. The Board shall report any failure to comply with [this] subsection 3 or 4 by a hospital, clinic or other medical facility licensed in this State to the Health Division of the Department of Health and Human Services. If, after a hearing, the Health Division determines that any such facility or society failed to comply with the requirements of this subsection, the Division may impose an administrative fine of not more than $10,000 against the facility or society for each such failure to report. If the administrative fine is not paid when due, the fine must be recovered in a civil action brought by the Attorney General on behalf of the Division.
[4.] 6. The clerk of every court shall report to the Board any finding, judgment or other determination of the court that a physician, perfusionist, physician assistant or practitioner of respiratory care:
(a) Is mentally ill;
(b) Is mentally incompetent;
(c) Has been convicted of a felony or any law governing controlled substances or dangerous drugs;
(d) Is guilty of abuse or fraud under any state or federal program providing medical assistance; or
κ2011 Statutes of Nevada, Page 2863 (CHAPTER 470, SB 168)κ
(e) Is liable for damages for malpractice or negligence,
Κ within 45 days after such a finding, judgment or determination is made.
[5.] 7. On or before January 15 of each year, the clerk of each court shall submit to the Office of Court Administrator created pursuant to NRS 1.320 a written report compiling the information that the clerk reported during the previous year to the Board regarding physicians pursuant to paragraph (e) of subsection [4.
6.] 6.
8. The Board shall retain all complaints filed with the Board pursuant to this section for at least 10 years, including, without limitation, any complaints not acted upon.
Sec. 9. NRS 630.336 is hereby amended to read as follows:
630.336 1. Any deliberations conducted or vote taken by the Board or any investigative committee of the Board regarding its ordering of a physician, perfusionist, physician assistant or practitioner of respiratory care to undergo a physical or mental examination or any other examination designated to assist the Board or committee in determining the fitness of a physician, perfusionist, physician assistant or practitioner of respiratory care are not subject to the requirements of NRS 241.020.
2. Except as otherwise provided in subsection 3 or 4, all applications for a license to practice medicine, perfusion or respiratory care, any charges filed by the Board, financial records of the Board, formal hearings on any charges heard by the Board or a panel selected by the Board, records of such hearings and any order or decision of the Board or panel must be open to the public.
3. Except as otherwise provided in NRS 239.0115, the following may be kept confidential:
(a) Any statement, evidence, credential or other proof submitted in support of or to verify the contents of an application;
(b) Any report concerning the fitness of any person to receive or hold a license to practice medicine, perfusion or respiratory care; and
(c) Any communication between:
(1) The Board and any of its committees or panels; and
(2) The Board or its staff, investigators, experts, committees, panels, hearing officers, advisory members or consultants and counsel for the Board.
4. Except as otherwise provided in subsection 5 and NRS 239.0115, a complaint filed with the Board pursuant to NRS 630.307, all documents and other information filed with the complaint and all documents and other information compiled as a result of an investigation conducted to determine whether to initiate disciplinary action are confidential.
5. The formal complaint or other document filed by the Board to initiate disciplinary action and all documents and information considered by the Board when determining whether to impose discipline are public records.
6. This section does not prevent or prohibit the Board from communicating or cooperating with any other licensing board or agency or any agency which is investigating a licensee, including a law enforcement agency. Such cooperation may include, without limitation, providing the board or agency with minutes of a closed meeting, transcripts of oral examinations and the results of oral examinations.
κ2011 Statutes of Nevada, Page 2864 (CHAPTER 470, SB 168)κ
Sec. 10. NRS 630.346 is hereby amended to read as follows:
630.346 In any disciplinary hearing:
1. The Board, a panel of the members of the Board and a hearing officer are not bound by formal rules of evidence and a witness must not be barred from testifying solely because the witness was or is incompetent. [Any fact that is the basis of a finding, conclusion or ruling must be based upon the reliable, probative and substantial evidence on the whole record of the matter.]
2. A finding of the Board must be supported by a preponderance of the evidence.
3. Proof of actual injury need not be established.
[3.] 4. A certified copy of the record of a court or a licensing agency showing a conviction or plea of nolo contendere or the suspension, revocation, limitation, modification, denial or surrender of a license to practice medicine, perfusion or respiratory care is conclusive evidence of its occurrence.
Secs. 11-18. (Deleted by amendment.)
Sec. 19. NRS 633.286 is hereby amended to read as follows:
633.286 1. On or before February 15 of each odd-numbered year, the Board shall submit to the Governor and to the Director of the Legislative Counsel Bureau for transmittal to the next regular session of the Legislature a written report compiling:
(a) Disciplinary action taken by the Board during the previous biennium against osteopathic physicians for malpractice or negligence;
(b) Information reported to the Board during the previous biennium pursuant to NRS 633.526, 633.527, subsections 3 and [4] 6 of NRS 633.533 and NRS 690B.250 and 690B.260; and
(c) Information reported to the Board during the previous biennium pursuant to NRS 633.524, including, without limitation, the number and types of surgeries performed by each holder of a license to practice osteopathic medicine and the occurrence of sentinel events arising from such surgeries, if any.
2. The report must include only aggregate information for statistical purposes and exclude any identifying information related to a particular person.
Sec. 20. NRS 633.524 is hereby amended to read as follows:
633.524 1. The Board shall require each holder of a license to practice osteopathic medicine issued pursuant to this chapter to submit [annually] to the Board, on a form provided by the Board, and in the format required by the Board by regulation, a report stating the number and type of surgeries requiring conscious sedation, deep sedation or general anesthesia performed by the holder of the license at his or her office or any other facility, excluding any surgical care performed:
(a) At a medical facility as that term is defined in NRS 449.0151; or
(b) Outside of this State.
2. In addition to the report required pursuant to subsection 1, the Board shall require each holder of a license to practice osteopathic medicine to submit a report [annually] to the Board concerning the occurrence of any sentinel event arising from any surgery described in subsection 1. The report must be submitted in the manner prescribed by the Board which must be substantially similar to the manner prescribed by the State Board of Health for reporting information pursuant to NRS 439.835.
κ2011 Statutes of Nevada, Page 2865 (CHAPTER 470, SB 168)κ
3. Each holder of a license to practice osteopathic medicine shall submit the reports required pursuant to subsections 1 and 2 [whether] :
(a) At the time the holder of the license renews his or her license; and
(b) Whether or not the holder of the license performed any surgery described in subsection 1. Failure to submit a report or knowingly filing false information in a report constitutes grounds for initiating disciplinary action pursuant to NRS 633.511.
4. In addition to the reports required pursuant to subsections 1 and 2, the Board shall require each holder of a license to practice osteopathic medicine to submit a report to the Board concerning the occurrence of any sentinel event arising from any surgery described in subsection 1 within 14 days after the occurrence of the sentinel event. The report must be submitted in the manner prescribed by the Board.
5. The Board shall:
(a) Collect and maintain reports received pursuant to subsections 1 [and 2;] , 2 and 4;
(b) Ensure that the reports, and any additional documents created from the reports, are protected adequately from fire, theft, loss, destruction and other hazards, and from unauthorized access; and
(c) Submit to the Health Division a copy of the report submitted pursuant to subsection 1. The Health Division shall maintain the confidentiality of such reports in accordance with subsection [5.] 6.
[5.] 6. Except as otherwise provided in NRS 239.0115, a report received pursuant to subsection 1 , [or] 2 or 4 is confidential, not subject to subpoena or discovery, and not subject to inspection by the general public.
[6.] 7. The provisions of this section do not apply to surgical care requiring only the administration of oral medication to a patient to relieve the patients anxiety or pain, if the medication is not given in a dosage that is sufficient to induce in a patient a controlled state of depressed consciousness or unconsciousness similar to general anesthesia, deep sedation or conscious sedation.
[7.] 8. In addition to any other remedy or penalty, if a holder of a license to practice osteopathic medicine fails to submit a report or knowingly files false information in a report submitted pursuant to this section, the Board may, after providing the holder of a license to practice osteopathic medicine with notice and opportunity for a hearing, impose against the holder of a license an administrative penalty for each such violation. The Board shall establish by regulation a sliding scale based on the severity of the violation to determine the amount of the administrative penalty to be imposed against the holder of the license to practice osteopathic medicine. The regulations must include standards for determining the severity of the violation and may provide for a more severe penalty for multiple violations.
[8.] 9. As used in this section:
(a) Conscious sedation has the meaning ascribed to it in NRS 449.436.
(b) Deep sedation has the meaning ascribed to it in NRS 449.437.
(c) General anesthesia has the meaning ascribed to it in NRS 449.438.
(d) Health Division has the meaning ascribed to it in NRS 449.009.
(e) Sentinel event means an unexpected occurrence involving death or serious physical or psychological injury or the risk thereof, including, without limitation, any process variation for which a recurrence would carry a significant chance of serious adverse outcome. The term includes loss of limb or function.
κ2011 Statutes of Nevada, Page 2866 (CHAPTER 470, SB 168)κ
Sec. 21. NRS 633.533 is hereby amended to read as follows:
633.533 1. Except as otherwise provided in subsection 2, any person may file with the Board a complaint against an osteopathic physician or physician assistant on a form provided by the Board. The form may be submitted in writing or electronically. If a complaint is submitted anonymously, the Board may accept the complaint but may refuse to consider the complaint if the lack of the identity of the complainant makes processing the complaint impossible or unfair to the person who is the subject of the complaint.
2. Any licensee, medical school or medical facility that becomes aware that a person practicing osteopathic medicine in this State has, is or is about to become engaged in conduct which constitutes grounds for initiating disciplinary action shall file a written complaint with the Board within 30 days after becoming aware of the conduct.
3. [Any] Except as otherwise provided in subsection 4, any hospital, clinic or other medical facility licensed in this State, or medical society, shall report to the Board any change in [an osteopathic physicians] the privileges of an osteopathic physician or physician assistant to practice [osteopathic medicine] while the osteopathic physician or physician assistant is under investigation and the outcome of any disciplinary action taken by that facility or society against the osteopathic physician or physician assistant concerning the care of a patient or the competency of the osteopathic physician or physician assistant within 30 days after the change in privileges is made or disciplinary action is taken.
4. A hospital, clinic or other medical facility licensed in this State, or medical society, shall report to the Board within 5 days after a change in the privileges of an osteopathic physician or physician assistant that is based on:
(a) An investigation of the mental, medical or psychological competency of the osteopathic physician or physician assistant; or
(b) Suspected or alleged substance abuse in any form by the osteopathic physician or physician assistant.
5. The Board shall report any failure to comply with [this] subsection 3 or 4 by a hospital, clinic or other medical facility licensed in this State to the Health Division of the Department of Health and Human Services. If, after a hearing, the Health Division determines that any such facility or society failed to comply with the requirements of this subsection, the Division may impose an administrative fine of not more than $10,000 against the facility or society for each such failure to report. If the administrative fine is not paid when due, the fine must be recovered in a civil action brought by the Attorney General on behalf of the Division.
[4.] 6. The clerk of every court shall report to the Board any finding, judgment or other determination of the court that an osteopathic physician or physician assistant:
(a) Is a person with mental illness;
(b) Is a person with mental incompetence;
(c) Has been convicted of a felony or any law governing controlled substances or dangerous drugs;
(d) Is guilty of abuse or fraud under any state or federal program providing medical assistance; or
(e) Is liable for damages for malpractice or negligence,
Κ within 45 days after such a finding, judgment or determination is made.
κ2011 Statutes of Nevada, Page 2867 (CHAPTER 470, SB 168)κ
[5.] 7. On or before January 15 of each year, the clerk of every court shall submit to the Office of Court Administrator created pursuant to NRS 1.320 a written report compiling the information that the clerk reported during the previous year to the Board regarding osteopathic physicians pursuant to paragraph (e) of subsection [4.] 6.
Sec. 22. (Deleted by amendment.)
________
Senate Bill No. 421Committee on Finance
CHAPTER 471
[Approved: June 16, 2011]
AN ACT relating to public health; increasing the percentage of certain money received by the State to be allocated to the Fund for a Healthy Nevada; revising provisions relating to the allocation of money in the Fund for a Healthy Nevada; eliminating the Trust Fund for Public Health; providing for the transfer of money remaining in the Trust Fund for Public Health; and providing other matters properly relating thereto.
Legislative Counsels Digest:
Under existing law, the Trust Fund for Public Health receives 10 percent of all tobacco settlement money, which is that money received by the State pursuant to any settlement entered into by the State and a manufacturer of tobacco products and money received by the State pursuant to any judgment in a civil action against a manufacturer of tobacco products. The Trust Fund for Public Health uses interest and income earned on that money to fund grants for programs relating to public health. (NRS 439.605) Additionally, 50 percent of all tobacco settlement money goes to the Fund for a Healthy Nevada and is then allocated to various other programs relating to public health in amounts or according to percentages of available revenues set by statute. (NRS 439.620, 439.630)
This bill eliminates the Trust Fund for Public Health and provides for money in the Trust Fund for Public Health to be transferred to the Fund for a Healthy Nevada. This bill also increases to 60 percent the share of tobacco settlement money allocated to the Fund for a Healthy Nevada. Additionally, this bill removes the provisions setting the percentages of available revenues to be allocated from the Fund for a Healthy Nevada on specific programs and instead requires the Department of Health and Human Services to propose a biennial plan for the allocation of money for those programs. The plan must be submitted as part of the proposed biennial budget of the Department. In preparing the plan, the Department shall consider recommendations submitted by the Grants Management Advisory Committee, the Nevada Commission on Aging and the Nevada Commission on Services for Persons with Disabilities. Finally, this bill removes certain programs relating to the prevention, reduction and treatment of tobacco use from the list of programs for which money in the Fund for a Healthy Nevada must be allocated.
κ2011 Statutes of Nevada, Page 2868 (CHAPTER 471, SB 421)κ
EXPLANATION Matter in bolded italics is new; matter between
brackets [omitted material] is material to be
omitted.
THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN
SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:
Section 1. NRS 439.620 is hereby amended to read as follows:
439.620 1. The Fund for a Healthy Nevada is hereby created in the State Treasury. The State Treasurer shall deposit in the Fund:
(a) [Fifty] Sixty percent of all money received by this State pursuant to any settlement entered into by the State of Nevada and a manufacturer of tobacco products; and
(b) [Fifty] Sixty percent of all money recovered by this State from a judgment in a civil action against a manufacturer of tobacco products.
2. The State Treasurer shall administer the Fund. As administrator of the Fund, the State Treasurer:
(a) Shall maintain the financial records of the Fund;
(b) Shall invest the money in the Fund as the money in other state funds is invested;
(c) Shall manage any account associated with the Fund;
(d) Shall maintain any instruments that evidence investments made with the money in the Fund;
(e) May contract with vendors for any good or service that is necessary to carry out the provisions of this section; and
(f) May perform any other duties necessary to administer the Fund.
3. The interest and income earned on the money in the Fund must, after deducting any applicable charges, be credited to the Fund. All claims against the Fund must be paid as other claims against the State are paid.
4. The State Treasurer or the Department may submit to the Interim Finance Committee a request for an allocation for administrative expenses from the Fund pursuant to this section. Except as otherwise limited by this subsection, the Interim Finance Committee may allocate all or part of the money so requested. The annual allocation for administrative expenses from the Fund must:
(a) Not exceed 2 percent of the money in the Fund, as calculated pursuant to this subsection, each year to pay the costs incurred by the State Treasurer to administer the Fund; and
(b) Not exceed 5 percent of the money in the Fund, as calculated pursuant to this subsection, each year to pay the costs incurred by the Department, including, without limitation, the Aging and Disability Services Division of the Department, to carry out its duties set forth in NRS 439.630, to administer the provisions of NRS 439.635 to 439.690, inclusive, and NRS 439.705 to 439.795, inclusive.
Κ For the purposes of this subsection, the amount of money available for allocation to pay for the administrative costs must be calculated at the beginning of each fiscal year based on the total amount of money anticipated by the State Treasurer to be deposited in the Fund during that fiscal year.
5. The money in the Fund remains in the Fund and does not revert to the State General Fund at the end of any fiscal year.
6. All money that is deposited or paid into the Fund is hereby appropriated to be used for any purpose authorized by the Legislature or by the Department for expenditure or allocation in accordance with the provisions of NRS 439.630.
κ2011 Statutes of Nevada, Page 2869 (CHAPTER 471, SB 421)κ
provisions of NRS 439.630. Money expended from the Fund must not be used to supplant existing methods of funding that are available to public agencies.
Sec. 2. NRS 439.630 is hereby amended to read as follows:
439.630 1. The Department shall:
(a) Conduct, or require the Grants Management Advisory Committee created by NRS 232.383 to conduct, public hearings to accept public testimony from a wide variety of sources and perspectives regarding existing or proposed programs that:
(1) Promote public health;
(2) Improve health services for children, senior citizens and persons with disabilities;
(3) Reduce or prevent the abuse of and addiction to alcohol and drugs; and
(4) Offer other general or specific information on health care in this State.
(b) Establish a process to evaluate the health and health needs of the residents of this State and a system to rank the health problems of the residents of this State, including, without limitation, the specific health problems that are endemic to urban and rural communities, and report the results of the evaluation to the Legislative Committee on Health Care on an annual basis.
(c) [Allocate not more than 30 percent of available revenues] Subject to legislative authorization, allocate money for direct expenditure by the Department to pay for prescription drugs, pharmaceutical services and, to the extent money is available, other benefits, including, without limitation, dental and vision benefits and hearing aids or other devices that enhance the ability to hear, for senior citizens pursuant to NRS 439.635 to 439.690, inclusive. From the money allocated pursuant to this paragraph, the Department may subsidize any portion of the cost of providing prescription drugs, pharmaceutical services and, to the extent money is available, other benefits, including, without limitation, dental and vision benefits and hearing aids or other devices that enhance the ability to hear, to senior citizens pursuant to NRS 439.635 to 439.690, inclusive. The Department shall consider recommendations from the Grants Management Advisory Committee in carrying out the provisions of NRS 439.635 to 439.690, inclusive. The Department shall submit a quarterly report to the Governor, the Interim Finance Committee, the Legislative Committee on Health Care and any other committees or commissions the Director deems appropriate regarding the general manner in which expenditures have been made pursuant to this paragraph.
(d) [Allocate,] Subject to legislative authorization, allocate, by contract or grant, money for expenditure [not more than 30 percent of available revenues for allocation] by the Aging and Disability Services Division of the Department in the form of grants for existing or new programs that assist senior citizens with independent living, including, without limitation, programs that provide:
(1) Respite care or relief of informal caretakers;
(2) Transportation to new or existing services to assist senior citizens in living independently; and
(3) Care in the home which allows senior citizens to remain at home instead of in institutional care.
κ2011 Statutes of Nevada, Page 2870 (CHAPTER 471, SB 421)κ
Κ The Aging and Disability Services Division of the Department shall consider recommendations from the Grants Management Advisory Committee concerning the independent living needs of senior citizens.
(e) Allocate $200,000 of all revenues deposited in the Fund for a Healthy Nevada each year for direct expenditure by the Director to:
(1) Provide guaranteed funding to finance assisted living facilities that satisfy the criteria for certification set forth in NRS 319.147; and
(2) Fund assisted living facilities that satisfy the criteria for certification set forth in NRS 319.147 and assisted living supportive services that are provided pursuant to the provisions of the home and community-based services waiver which are amended pursuant to NRS 422.2708.
Κ The Director shall develop policies and procedures for distributing the money allocated pursuant to this paragraph. Money allocated pursuant to this paragraph does not revert to the Fund at the end of the fiscal year.
(f) [Allocate] Subject to legislative authorization, allocate to the Health Division [not more than 15 percent of available revenues] money for programs that are consistent with the guidelines established by the Centers for Disease Control and Prevention of the United States Department of Health and Human Services relating to evidence-based best practices to prevent, reduce or treat the use of tobacco and the consequences of the use of tobacco. In making allocations pursuant to this paragraph, the Health Division shall allocate the money, by contract or grant:
(1) To the district board of health in each county whose population is 100,000 or more for expenditure for such programs in the respective county;
(2) For such programs in counties whose population is less than 100,000; and
(3) For statewide programs for tobacco cessation and other statewide services for tobacco cessation and for statewide evaluations of programs which receive an allocation of money pursuant to this paragraph, as determined necessary by the Health Division and the district boards of health.
(g) [Allocate,] Subject to legislative authorization, allocate, by contract or grant, money for expenditure [not more than 10 percent of available revenues] for programs that improve the health [services for children.] and well-being of residents of this State, including, without limitation, programs that improve health services for children.
(h) [Allocate,] Subject to legislative authorization, allocate, by contract or grant, money for expenditure [not more than 10 percent of available revenues] for programs that improve the health and well-being of persons with disabilities. In making allocations pursuant to this paragraph, the Department shall, to the extent practicable, allocate the money evenly among the following three types of programs:
(1) Programs that provide respite care or relief of informal caretakers for persons with disabilities;
(2) Programs that provide positive behavioral supports to persons with disabilities; and
(3) Programs that assist persons with disabilities to live safely and independently in their communities outside of an institutional setting.
(i) [Allocate not more than 5 percent of available revenues] Subject to legislative authorization, allocate money for direct expenditure by the Department to subsidize any portion of the cost of providing prescription drugs, pharmaceutical services and, to the extent money is available, other benefits, including, without limitation, dental and vision benefits and hearing aids or other devices that enhance the ability to hear, to persons with disabilities pursuant to NRS 439.705 to 439.795, inclusive.
κ2011 Statutes of Nevada, Page 2871 (CHAPTER 471, SB 421)κ
benefits, including, without limitation, dental and vision benefits and hearing aids or other devices that enhance the ability to hear, to persons with disabilities pursuant to NRS 439.705 to 439.795, inclusive. The Department shall consider recommendations from the Grants Management Advisory Committee in carrying out the provisions of NRS 439.705 to 439.795, inclusive.
(j) Maximize expenditures through local, federal and private matching contributions.
(k) Ensure that any money expended from the Fund will not be used to supplant existing methods of funding that are available to public agencies.
(l) Develop policies and procedures for the administration and distribution of contracts, grants and other expenditures to state agencies, political subdivisions of this State, nonprofit organizations, universities, state colleges and community colleges. A condition of any such contract or grant must be that not more than 8 percent of the contract or grant may be used for administrative expenses or other indirect costs. The procedures must require at least one competitive round of requests for proposals per biennium.
(m) To make the allocations required by paragraphs (f), (g) and (h):
(1) Prioritize and quantify the needs for these programs;
(2) Develop, solicit and accept applications for allocations;
(3) Review and consider the recommendations of the Grants Management Advisory Committee submitted pursuant to NRS 232.385;
(4) Conduct annual evaluations of programs to which allocations have been awarded; and
(5) Submit annual reports concerning the programs to the Governor, the Interim Finance Committee, the Legislative Committee on Health Care and any other committees or commissions the Director deems appropriate.
(n) Transmit a report of all findings, recommendations and expenditures to the Governor, each regular session of the Legislature, the Legislative Committee on Health Care and any other committees or commissions the Director deems appropriate.
(o) After considering the recommendations submitted to the Director pursuant to subsection 6, develop a plan each biennium to determine the percentage of available money in the Fund for a Healthy Nevada to be allocated from the Fund for the purposes described in paragraphs (c), (d), (f), (g), (h) and (i). The plan must be submitted as part of the proposed budget submitted to the Chief of the Budget Division of the Department of Administration pursuant to NRS 353.210.
(p) On or before September 30 of each even-numbered year, submit to the Grants Management Advisory Committee created by NRS 232.383, the Nevada Commission on Aging created by NRS 427A.032 and the Nevada Commission on Services for Persons with Disabilities created by NRS 427A.1211 a report on the funding plan submitted to the Chief of the Budget Division of the Department of Administration pursuant to paragraph (o).
2. The Department may take such other actions as are necessary to carry out its duties.
3. To make the allocations required by paragraph (d) of subsection 1, the Aging and Disability Services Division of the Department shall:
(a) Prioritize and quantify the needs of senior citizens for these programs;
(b) Develop, solicit and accept grant applications for allocations;
κ2011 Statutes of Nevada, Page 2872 (CHAPTER 471, SB 421)κ
(c) As appropriate, expand or augment existing state programs for senior citizens upon approval of the Interim Finance Committee;
(d) Award grants, contracts or other allocations;
(e) Conduct annual evaluations of programs to which grants or other allocations have been awarded; and
(f) Submit annual reports concerning the allocations made by the Aging and Disability Services Division pursuant to paragraph (d) of subsection 1 to the Governor, the Interim Finance Committee, the Legislative Committee on Health Care and any other committees or commissions the Director deems appropriate.
4. The Aging and Disability Services Division of the Department shall submit each proposed grant or contract which would be used to expand or augment an existing state program to the Interim Finance Committee for approval before the grant or contract is awarded. The request for approval must include a description of the proposed use of the money and the person or entity that would be authorized to expend the money. The Aging and Disability Services Division of the Department shall not expend or transfer any money allocated to the Aging and Disability Services Division pursuant to this section to subsidize any portion of the cost of providing prescription drugs, pharmaceutical services and other benefits, including, without limitation, dental and vision benefits and hearing aids or other devices that enhance the ability to hear, to senior citizens pursuant to NRS 439.635 to 439.690, inclusive, or to subsidize any portion of the cost of providing prescription drugs, pharmaceutical services and other benefits, including, without limitation, dental and vision benefits and hearing aids or other devices that enhance the ability to hear, to persons with disabilities pursuant to NRS 439.705 to 439.795, inclusive.
5. A veteran may receive benefits or other services which are available from the money allocated pursuant to this section for senior citizens or persons with disabilities to the extent that the veteran does not receive other benefits or services provided to veterans for the same purpose if the veteran qualifies for the benefits or services as a senior citizen or a person with a disability, or both.
6. [As used in this section, available revenues means the total revenues deposited in the Fund for a Healthy Nevada each year minus $200,000.] On or before June 30 of each even-numbered year, the Grants Management Advisory Committee, the Nevada Commission on Aging and the Nevada Commission on Services for Persons with Disabilities each shall submit to the Director a report that includes, without limitation, recommendations regarding community needs and priorities that are determined by each such entity after any public hearings held by the entity.
Sec. 3. The State Controller shall transfer to the Fund for a Healthy Nevada created by NRS 439.620, as soon as practicable on or after July 1, 2011, all money remaining in the Trust Fund for Public Health created by NRS 439.605 that has not been committed for expenditure.
Sec. 4. NRS 439.605, 439.610 and 439.615 are hereby repealed.
Sec. 5. This act becomes effective on July 1, 2011.
________
κ2011 Statutes of Nevada, Page 2873κ
Assembly Bill No. 511Committee on Transportation
CHAPTER 472
[Approved: June 16, 2011]
AN ACT relating to transportation; providing certain privileges to the owner or long-term lessee of a qualified alternative fuel vehicle; authorizing in this State the operation of, and a drivers license endorsement for operators of, autonomous vehicles; providing a penalty; and providing other matters properly relating thereto.
Legislative Counsels Digest:
Existing law authorizes the Department of Transportation to adopt regulations to allow certified low emission and energy-efficient vehicles to be operated in a lane on a highway under its jurisdiction designated for the preferential use or exclusive use of high-occupancy vehicles. (NRS 484A.463) Section 6 of this bill defines the term qualified alternative fuel vehicle in such a manner as to include within the definition both plug-in vehicles that are powered by an electric motor, and vehicles which are powered by an alternative fuel and meet specified federal emissions standards. Section 7 of this bill requires that, with limited exceptions, each local authority shall establish a parking program for qualified alternative fuel vehicles. Section 7 provides that the owner or long-term lessee of such a vehicle may: (1) apply to the local authority for a distinctive decal, label or other identifier that distinguishes the vehicle from other vehicles; and (2) while displaying the distinctive identifier, park the vehicle without the payment of a parking fee at certain times in certain public parking lots, parking areas and metered parking zones. Section 10 of this bill authorizes the use of a qualified alternative fuel vehicle in high-occupancy vehicle lanes irrespective of the occupancy of the vehicle, if the Department of Transportation has adopted the necessary regulations. Section 13 of this bill causes the provisions of this bill that pertain to qualified alternative fuel vehicles to expire by limitation (sunset) as of January 1, 2018.
Section 8 of this bill requires the Department of Motor Vehicles to adopt regulations authorizing the operation of autonomous vehicles on highways within the State of Nevada. Section 8 defines an autonomous vehicle to mean a motor vehicle that uses artificial intelligence, sensors and global positioning system coordinates to drive itself without the active intervention of a human operator. Section 2 of this bill requires the Department, by regulation, to establish a drivers license endorsement for the operation of an autonomous vehicle on the highways of this State.
EXPLANATION Matter in bolded italics is new; matter between
brackets [omitted material] is material to be
omitted.
THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN
SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:
Section 1. (Deleted by amendment.)
Sec. 2. Chapter 483 of NRS is hereby amended by adding thereto a new section to read as follows:
1. The Department shall by regulation establish a drivers license endorsement for the operation of an autonomous vehicle on the highways of this State. The drivers license endorsement described in this subsection must, in its restrictions or lack thereof, recognize the fact that a person is not required to actively drive an autonomous vehicle.
κ2011 Statutes of Nevada, Page 2874 (CHAPTER 472, AB 511)κ
2. As used in this section, autonomous vehicle has the meaning ascribed to it in section 8 of this act.
Sec. 3. NRS 483.230 is hereby amended to read as follows:
483.230 1. Except persons expressly exempted in NRS 483.010 to 483.630, inclusive, and section 2 of this act, a person shall not drive any motor vehicle upon a highway in this State unless such person has a valid license as a driver under the provisions of NRS 483.010 to 483.630, inclusive, and section 2 of this act for the type or class of vehicle being driven.
2. Any person licensed as a driver under the provisions of NRS 483.010 to 483.630, inclusive, and section 2 of this act may exercise the privilege thereby granted upon all streets and highways of this State and shall not be required to obtain any other license to exercise such privilege by any county, municipal or local board or body having authority to adopt local police regulations.
3. Except persons expressly exempted in NRS 483.010 to 483.630, inclusive, and section 2 of this act, a person shall not steer or exercise any degree of physical control of a vehicle being towed by a motor vehicle upon a highway unless such person has a license to drive the type or class of vehicle being towed.
4. A person shall not receive a drivers license until the person surrenders to the Department all valid licenses in his or her possession issued to the person by this or any other jurisdiction. Surrendered licenses issued by another jurisdiction shall be returned by the Department to such jurisdiction. A person shall not have more than one valid drivers license.
Sec. 4. NRS 483.620 is hereby amended to read as follows:
483.620 It is a misdemeanor for any person to violate any of the provisions of NRS 483.010 to 483.630, inclusive, and section 2 of this act unless such violation is, by NRS 483.010 to 483.630, inclusive, and section 2 of this act or other law of this State, declared to be a felony.
Sec. 5. Chapter 484A of NRS is hereby amended by adding thereto the provisions set forth as sections 5.3 to 8, inclusive, of this act.
Sec. 5.3. Original equipment manufacturer means the original manufacturer of a new vehicle or engine, or relating to the vehicle or engine in its original, certified configuration.
Sec. 5.7. Qualified alternative fuel means compressed natural gas, hydrogen or propane.
Sec. 6. Qualified alternative fuel vehicle means a motor vehicle that:
1. Is equipped with four wheels;
2. Is made by:
(a) An original equipment manufacturer; or
(b) A qualified vehicle modifier of alternative fuel vehicles;
3. Is manufactured primarily for use on public streets, roads and highways;
4. Has a manufacturers gross vehicle weight rating of less than 8,500 pounds;
5. Can maintain a maximum rate of speed of at least 70 miles per hour; and
κ2011 Statutes of Nevada, Page 2875 (CHAPTER 472, AB 511)κ
6. Is propelled:
(a) To a significant extent by an electric motor which draws electricity from a battery that:
(1) Has a capacity of not less than 4 kilowatt hours; and
(2) Can be recharged from a source of electricity that is external to the vehicle; or
(b) Solely by a qualified alternative fuel, and meets or exceeds the federal Tier 2 bin 2 exhaust emission standard, as set forth in 40 C.F.R. § 86.1811-04.
Sec. 6.5. Qualified vehicle modifier of alternative fuel vehicles means a manufacturer directly authorized by an original equipment manufacturer to modify a vehicle produced by an original equipment manufacturer to run on a qualified alternative fuel.
Sec. 7. 1. Except as otherwise provided in subsection 6, a local authority that has within its jurisdiction a public metered parking zone, parking lot or parking area for the use of which a fee is charged, shall by ordinance establish a parking program for qualified alternative fuel vehicles pursuant to this section.
2. Upon the application of the owner or long-term lessee of a qualified alternative fuel vehicle, the local authority or its designee shall issue to the owner or long-term lessee a distinctive decal, label or other identifier that clearly distinguishes the qualified alternative fuel vehicle from other vehicles.
3. The board of county commissioners or the governing body of the city may charge a fee for the distinctive decal, label or other identifier issued pursuant to subsection 2 in an amount not to exceed $10 annually.
4. Except as otherwise provided in subsection 5, the driver of a qualified alternative fuel vehicle displaying the distinctive decal, label or other identifier issued pursuant to subsection 2 may:
(a) Stop, stand or park the qualified alternative fuel vehicle in any public metered parking zone within the jurisdiction of the local authority without depositing a coin of United States currency of the designated denomination, or making payment using another acceptable method of payment, in the applicable parking meter; and
(b) Stop, stand or park the qualified alternative fuel vehicle in any public parking lot or parking area within the jurisdiction of the local authority without paying a parking fee.
5. In addition to the requirements set forth in this section, the local authority may by ordinance establish such other requirements as it determines necessary for the parking program for qualified alternative fuel vehicles, including, without limitation:
(a) Requiring that the driver of a qualified alternative fuel vehicle comply with any limits on the amount of time for stopping, standing or parking imposed on other drivers; and
(b) Requiring that the driver of a qualified alternative fuel vehicle pay applicable parking fees during certain special events or activities designated by the local authority, regardless of whether the vehicle displays a distinctive decal, label or other identifier issued pursuant to subsection 2.
6. The provisions of this section do not apply to any public metered parking zone, parking lot or parking area of an airport.
κ2011 Statutes of Nevada, Page 2876 (CHAPTER 472, AB 511)κ
Sec. 8. 1. The Department shall adopt regulations authorizing the operation of autonomous vehicles on highways within the State of Nevada.
2. The regulations required to be adopted by subsection 1 must:
(a) Set forth requirements that an autonomous vehicle must meet before it may be operated on a highway within this State;
(b) Set forth requirements for the insurance that is required to test or operate an autonomous vehicle on a highway within this State;
(c) Establish minimum safety standards for autonomous vehicles and their operation;
(d) Provide for the testing of autonomous vehicles;
(e) Restrict the testing of autonomous vehicles to specified geographic areas; and
(f) Set forth such other requirements as the Department determines to be necessary.
3. As used in this section:
(a) Artificial intelligence means the use of computers and related equipment to enable a machine to duplicate or mimic the behavior of human beings.
(b) Autonomous vehicle means a motor vehicle that uses artificial intelligence, sensors and global positioning system coordinates to drive itself without the active intervention of a human operator.
(c) Sensors includes, without limitation, cameras, lasers and radar.
Sec. 9. NRS 484A.010 is hereby amended to read as follows:
484A.010 As used in chapters 484A to 484E, inclusive, of NRS, unless the context otherwise requires, the words and terms defined in NRS 484A.015 to 484A.320, inclusive, and sections 5.3 to 6.5, inclusive, of this act have the meanings ascribed to them in those sections.
Sec. 10. NRS 484A.463 is hereby amended to read as follows:
484A.463 1. To the extent not inconsistent with federal law, the Department of Transportation may, in consultation with the Federal Highway Administration and the United States Environmental Protection Agency, adopt regulations establishing a program to allow a vehicle that is certified by the Administrator of the United States Environmental Protection Agency as a low emission and energy-efficient vehicle to be operated in a lane that is designated for the use of high-occupancy vehicles pursuant to NRS 484A.460.
2. As used in this section, low emission and energy-efficient vehicle has the meaning ascribed to it in 23 U.S.C. § 166(f)(3). The term includes, without limitation, a qualified alternative fuel vehicle.
Sec. 11. NRS 484B.523 is hereby amended to read as follows:
484B.523 1. [When] Except as otherwise provided in section 7 of this act, when parking meters are erected by any local authority pursuant to an adopted ordinance giving notice thereof, it is unlawful for any person to stop, stand or park a vehicle in any metered parking zone for a period of time longer than designated by such parking meters upon a deposit of a coin of United States currency of the designated denomination.
2. Every vehicle shall be parked wholly within the metered parking space for which the meter shows parking privilege has been granted.
κ2011 Statutes of Nevada, Page 2877 (CHAPTER 472, AB 511)κ
3. It is unlawful for any unauthorized person to remove, deface, tamper with, open, willfully break, destroy or damage any parking meter, or willfully to manipulate any parking meter in such a manner that the indicator will fail to show the correct amount of unexpired time before a violation occurs.
Sec. 12. 1. The Department of Motor Vehicles shall adopt the regulations necessary to implement the provisions of sections 2 and 8 of this act on or before March 1, 2012.
2. Each local authority to which the provisions of section 7 of this act apply shall adopt the ordinances necessary to implement the provisions of sections 5.3 to 7, inclusive, 9, 10 and 11 of this act on or before January 1, 2012.
3. As used in this section, local authority has the meaning ascribed to it in NRS 484A.115.
Sec. 13. 1. This section and section 12 of this act become effective upon passage and approval.
2. Sections 5 to 7, inclusive, 9, 10 and 11 of this act become effective on January 1, 2012.
3. Sections 2, 3, 4 and 8 of this act become effective on March 1, 2012.
4. The following provisions expire by limitation on January 1, 2018:
(a) Sections 5 to 7, inclusive, of this act;
(b) The amendatory provisions of sections 9, 10 and 11 of this act; and
(c) Subsections 2 and 3 of section 12 of this act.
________
κ2011 Statutes of Nevada, Page 2878κ
Assembly Bill No. 503Committee on Natural Resources, Agriculture, and Mining
CHAPTER 473
[Approved: June 16, 2011]
AN ACT relating to wildlife; revising certain provisions governing the use of money in the Wildlife Obligated Reserve Account; and providing other matters properly relating thereto.
Legislative Counsels Digest:
Existing law provides that, in addition to any fee charged and collected for an annual hunting, trapping, fishing or combined hunting and fishing license, a $3 habitat conservation fee must be paid. The proceeds from this fee must be deposited in the Wildlife Obligated Reserve Account and must be used for wildlife habitat rehabilitation and restoration. (NRS 502.242) This bill provides that, each year, not more than 18 percent of the money credited to the Wildlife Obligated Reserve Account from any revenue received from those habitat conservation fees may be used to monitor wildlife and its habitat for the purposes of wildlife habitat rehabilitation and restoration.
EXPLANATION Matter in bolded italics is new; matter between
brackets [omitted material] is material to be
omitted.
THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN
SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:
Section 1. (Deleted by amendment.)
Sec. 2. NRS 502.242 is hereby amended to read as follows:
502.242 1. In addition to any fee charged and collected for an annual hunting, trapping, fishing or combined hunting and fishing license pursuant to NRS 502.240, a habitat conservation fee of $3 must be paid.
2. The Wildlife Obligated Reserve Account is hereby created in the State General Fund. Revenue from the habitat conservation fee must be accounted for separately, deposited with the State Treasurer for credit to the Wildlife Obligated Reserve Account and, except as otherwise provided in this subsection and NRS 502.294 and 502.310, used by the Department for the purposes of wildlife habitat rehabilitation and restoration. Each year, not more than 18 percent of the money credited to the Wildlife Obligated Reserve Account from any revenue received pursuant to subsection 1 may be used to monitor wildlife and its habitat for those purposes. The interest and income earned on the money in the Wildlife Obligated Reserve Account, after deducting any applicable charges, must be credited to the Account.
3. The money in the Wildlife Obligated Reserve Account remains in the Account and does not revert to the State General Fund at the end of any fiscal year.
Sec. 3. (Deleted by amendment.)
Sec. 4. This act becomes effective on July 1, 2011.
________
κ2011 Statutes of Nevada, Page 2879κ
Assembly Bill No. 549Committee on Government Affairs
CHAPTER 474
[Approved: June 16, 2011]
AN ACT relating to homeland security; increasing the number of members on the Nevada Commission on Homeland Security; revising provisions governing the confidentiality of vulnerability assessments and emergency response plans of utilities, public entities and private businesses in this State; clarifying that certain documents, records and other items of information may be inspected by and released to the Legislative Auditor when conducting a postaudit; making various changes concerning grants and other funding for homeland security; providing a penalty; and providing other matters properly relating thereto.
Legislative Counsels Digest:
Existing law establishes the Nevada Commission on Homeland Security, for which the Governor appoints the voting members and certain nonvoting members. The Commission has certain duties relating to the protection of residents of this State and visitors to this State from acts of terrorism and related emergencies. (NRS 239C.120, 239C.160) Section 22 of this bill increases the number of voting members that the Governor must appoint to the Commission from 14 members to 16 members, to include a representative of the broadcaster community and a representative recommended by the Inter-Tribal Council of Nevada, Inc. Section 22 also requires the appointment of the Chief of the Division of Emergency Management of the Department of Public Safety as a nonvoting member of the Commission.
Existing law provides that the Governor may, by executive order, determine that certain documents, records and other information relating to preventing and responding to acts of terrorism are confidential. Such documents, records and other information are not subject to subpoena or discovery, not subject to inspection by the general public and may only be inspected by and released to public safety and public health personnel. (NRS 239C.210) Section 26 of this bill extends that authority to include vulnerability assessments and emergency response plans of utilities, public entities and private businesses in this State. Section 26 also clarifies that the documents, records and other items of information subject to an executive order of confidentiality for security purposes, except vulnerability assessments, may be inspected by and released to the Legislative Auditor when conducting a postaudit, subject to certain requirements.
Section 24.5 of this bill specifies the duties of the Commission with respect to grants and related funding and requires the Commission to submit annual briefings to the Governor assessing preparedness. Sections 30.5 and 31.5 of this bill extend to tribal governments the applicability of provisions concerning grants of money to the State or a political subdivision for prevention of or response to terrorism or other similar incidents.
κ2011 Statutes of Nevada, Page 2880 (CHAPTER 474, AB 549)κ
EXPLANATION Matter in bolded italics is new; matter between
brackets [omitted material] is material to be
omitted.
THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN
SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:
Section 1. (Deleted by amendment.)
Sec. 1.5. Chapter 239C of NRS is hereby amended by adding thereto a new section to read as follows:
Tribal government means a federally recognized American Indian tribe pursuant to 25 C.F.R. §§ 83.1 to 83.13, inclusive.
Secs. 2-16. (Deleted by amendment.)
Sec. 16.5. NRS 239C.020 is hereby amended to read as follows:
239C.020 As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 239C.030 to 239C.110, inclusive, and section 1.5 of this act have the meanings ascribed to them in those sections.
Secs. 17-21. (Deleted by amendment.)
Sec. 22. NRS 239C.120 is hereby amended to read as follows:
239C.120 1. The Nevada Commission on Homeland Security is hereby created.
2. The Governor shall appoint to the Commission [14] 16 voting members that the Governor determines to be appropriate and who serve at the Governors pleasure, which must include at least:
(a) The sheriff of each county whose population is 100,000 or more . [;]
(b) The chief of the county fire department in each county whose population is 100,000 or more . [;]
(c) A member of the medical community in a county whose population is 400,000 or more . [; and]
(d) An employee of the largest incorporated city in each county whose population is 400,000 or more.
(e) A representative of the broadcaster community. As used in this paragraph, broadcaster has the meaning ascribed to it in NRS 432.310.
(f) A representative recommended by the Inter-Tribal Council of Nevada, Inc., or its successor organization, to represent tribal governments in Nevada.
3. The Governor shall appoint:
(a) An officer of the United States Department of Homeland Security whom the Department of Homeland Security has designated for this State; [and]
(b) The agent in charge of the office of the Federal Bureau of Investigation in this State [,] ; and
(c) The Chief of the Division,
Κ as nonvoting members of the Commission.
4. The Senate Majority Leader shall appoint one member of the Senate as a nonvoting member of the Commission.
5. The Speaker of the Assembly shall appoint one member of the Assembly as a nonvoting member of the Commission.
6. [Except for the initial members, the] The term of office of each member of the Commission who is a Legislator is 2 years . [and commences on July 1 of the year of appointment.]
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7. The Governor or his or her designee shall:
(a) Serve as Chair of the Commission; and
(b) Appoint a member of the Commission to serve as Vice Chair of the Commission.
Secs. 23 and 24. (Deleted by amendment.)
Sec. 24.5. NRS 239C.160 is hereby amended to read as follows:
239C.160 The Commission shall, within the limits of available money:
1. Make recommendations to the Governor, the Legislature, agencies of this State, political subdivisions, tribal governments, businesses located within this State and private persons who reside in this State with respect to actions and measures that may be taken to protect residents of this State and visitors to this State from potential acts of terrorism and related emergencies.
2. Make recommendations to the Governor, through the Division, on the use of money received by the State from any homeland security grant or related program, including, without limitation, the State Homeland Security Grant Program and Urban Area Security Initiative, in accordance with the following:
(a) The Division shall provide the Commission with program guidance and briefings;
(b) The Commission must be provided briefings on existing and proposed projects, and shall consider statewide readiness capabilities and priorities for the use of money, administered by the Division, from any homeland security grant or related program;
(c) The Commission shall serve as the public body which reviews and makes recommendations for the States applications to the Federal Government for homeland security grants or related programs, as administered by the Division; and
(d) The Commission shall serve as the public body which recommends, subject to approval by the Governor, the distribution of money from any homeland security grant or related program for use by state, local and tribal government agencies and private sector organizations.
3. Propose goals and programs that may be set and carried out, respectively, to counteract or prevent potential acts of terrorism and related emergencies before such acts of terrorism and related emergencies can harm or otherwise threaten residents of this State and visitors to this State.
[3.] 4. With respect to buildings, facilities, geographic features and infrastructure that must be protected from acts of terrorism and related emergencies to ensure the safety of the residents of this State and visitors to this State, including, without limitation, airports other than international airports, the Capitol Complex, dams, gaming establishments, governmental buildings, highways, hotels, information technology infrastructure, lakes, places of worship, power lines, public buildings, public utilities, reservoirs, rivers and their tributaries, and water facilities:
(a) Identify and categorize such buildings, facilities, geographic features and infrastructure according to their susceptibility to and need for protection from acts of terrorism and related emergencies; and
(b) Study and assess the security of such buildings, facilities, geographic features and infrastructure from acts of terrorism and related emergencies.
[4.] 5. Examine the use, deployment and coordination of response agencies within this State to ensure that those agencies are adequately prepared to protect residents of this State and visitors to this State from acts of terrorism and related emergencies.
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[5.] 6. Assess, examine and review the use of information systems and systems of communication used by response agencies within this State to determine the degree to which such systems are compatible and interoperable. After conducting the assessment, examination and review, the Commission shall:
(a) Establish a state plan setting forth criteria and standards for the compatibility and interoperability of those systems when used by response agencies within this State; and
(b) Advise and make recommendations to the Governor relative to the compatibility and interoperability of those systems when used by response agencies within this State, with particular emphasis upon the compatibility and interoperability of public safety radio systems.
[6.] 7. Assess, examine and review the operation and efficacy of telephone systems and related systems used to provide emergency 911 service.
[7.] 8. To the extent practicable, cooperate and coordinate with the Division to avoid duplication of effort in developing policies and programs for preventing and responding to acts of terrorism and related emergencies.
[8.] 9. Submit an annual briefing to the Governor assessing the preparedness of the State to counteract, prevent and respond to potential acts of terrorism and related emergencies, including, but not limited to, an assessment of response plans and vulnerability assessments of utilities, public entities and private business in this State. The briefing must be based on information and documents reasonably available to the Commission and must be compiled with the advice of the Division after all utilities, public entities and private businesses assessed have a reasonable opportunity to review and comment on the Commissions findings.
10. Perform any other acts related to their duties set forth in subsections 1 to [7,] 9, inclusive, that the Commission determines are necessary to protect or enhance:
(a) The safety and security of the State of Nevada;
(b) The safety of residents of the State of Nevada; and
(c) The safety of visitors to the State of Nevada.
Sec. 25. (Deleted by amendment.)
Sec. 26. NRS 239C.210 is hereby amended to read as follows:
239C.210 1. A document, record or other item of information described in subsection 2 that is prepared and maintained for the purpose of preventing or responding to an act of terrorism is confidential, not subject to subpoena or discovery, not subject to inspection by the general public and may only be inspected by or released to [public] :
(a) Public safety and public health personnel ; and
(b) Except as otherwise provided in this subsection, the Legislative Auditor conducting a postaudit pursuant to NRS 218G.010 to 218G.555, inclusive,
Κ if the Governor determines, by executive order, that the disclosure or release of the document, record or other item of information would thereby create a substantial likelihood of compromising, jeopardizing or otherwise threatening the public health, safety or welfare. Any information that is inspected by or released to the Legislative Auditor pursuant to this subsection is not subject to the exception from confidentiality set forth in NRS 218G.130. The Legislative Auditor may confirm that vulnerability assessments have been submitted to or are in the possession of a state agency that is the subject of a postaudit, but the assessments must not be inspected by or released to the Legislative Auditor.
κ2011 Statutes of Nevada, Page 2883 (CHAPTER 474, AB 549)κ
agency that is the subject of a postaudit, but the assessments must not be inspected by or released to the Legislative Auditor. An employee of the Audit Division of the Legislative Counsel Bureau who is conducting a postaudit that includes access to documents or information subject to the provisions of this section must be properly cleared through federal criteria or state or local background investigation and instructed, trained or certified, as applicable, regarding the security sensitivity of the documents or information.
2. The types of documents, records or other items of information subject to executive order pursuant to subsection 1 are as follows:
(a) Assessments, plans or records that evaluate or reveal the susceptibility of fire stations, police stations and other law enforcement stations to acts of terrorism or other related emergencies.
(b) Drawings, maps, plans or records that reveal the critical infrastructure of primary buildings, facilities and other structures used for storing, transporting or transmitting water or electricity, natural gas or other forms of energy.
(c) Documents, records or other items of information which may reveal the details of a specific emergency response plan or other tactical operations by a response agency and any training relating to such emergency response plans or tactical operations.
(d) Handbooks, manuals or other forms of information detailing procedures to be followed by response agencies in the event of an act of terrorism or other related emergency.
(e) Documents, records or other items of information that reveal information pertaining to specialized equipment used for covert, emergency or tactical operations of a response agency, other than records relating to expenditures for such equipment.
(f) Documents, records or other items of information regarding the infrastructure and security of frequencies for radio transmissions used by response agencies, including, without limitation:
(1) Access codes, passwords or programs used to ensure the security of frequencies for radio transmissions used by response agencies;
(2) Procedures and processes used to ensure the security of frequencies for radio transmissions used by response agencies; and
(3) Plans used to reestablish security and service with respect to frequencies for radio transmissions used by response agencies after security has been breached or service has been interrupted.
(g) Vulnerability assessments and emergency response plans of utilities, public entities and private businesses in this State. As used in this paragraph, public entities means departments, agencies or instrumentalities of the State, any of its political subdivisions or tribal governments. The term includes general improvement districts.
3. If a person knowingly and unlawfully discloses a document, record or other item of information subject to an executive order issued pursuant to subsection 1 or assists, solicits or conspires with another person to disclose such a document, record or other item of information, the person is guilty of:
(a) A gross misdemeanor; or
(b) A category C felony and shall be punished as provided in NRS 193.130 if the person acted with the intent to:
κ2011 Statutes of Nevada, Page 2884 (CHAPTER 474, AB 549)κ
(1) Commit, cause, aid, further or conceal, or attempt to commit, cause, aid, further or conceal, any unlawful act involving terrorism or sabotage; or
(2) Assist, solicit or conspire with another person to commit, cause, aid, further or conceal any unlawful act involving terrorism or sabotage.
4. The Governor shall review the documents, records and other items of information determined by executive order pursuant to subsection 1 to be confidential every 10 years to assess the continued need for the documents, records and other items of information to remain confidential.
5. As used in this section, public safety and public health personnel includes:
(a) State, county , [and] city and tribal emergency managers;
(b) Members and staff of terrorism early warning centers or fusion intelligence centers in this State;
(c) Employees of fire-fighting or law enforcement agencies, if the head of the agency has designated the employee as having an operational need to know of information that is prepared or maintained for the purpose of preventing or responding to an act of terrorism; and
(d) Employees of a public health agency, if the agency is one that would respond to a disaster and if the head of the agency has designated the employee as having an operational need to know of information that is prepared or maintained for the purpose of preventing or responding to an act of terrorism. As used in this paragraph, disaster has the meaning ascribed to it in NRS 414.0335.
Secs. 27 and 28. (Deleted by amendment.)
Sec. 29. NRS 239C.270 is hereby amended to read as follows:
239C.270 1. Each utility shall:
(a) Conduct a vulnerability assessment in accordance with the requirements of the federal and regional agencies that regulate the utility; and
(b) Prepare and maintain an emergency response plan in accordance with the requirements of the federal and regional agencies that regulate the utility.
2. Each utility shall:
(a) As soon as practicable but not later than December 31, 2003, submit its vulnerability assessment and emergency response plan to the Division; and
(b) At least once each year thereafter, review its vulnerability assessment and emergency response plan and, as soon as practicable after its review is completed but not later than December 31 of each year, submit the results of its review and any additions or modifications to its emergency response plan to the Division.
3. Except as otherwise provided in NRS 239.0115, each vulnerability assessment and emergency response plan of a utility and any other information concerning a utility that is necessary to carry out the provisions of this section is confidential and must be securely maintained by each person or entity that has possession, custody or control of the information.
4. [A] Except as otherwise provided in NRS 239C.210, a person shall not disclose such information, except:
(a) Upon the lawful order of a court of competent jurisdiction;
(b) As is reasonably necessary to carry out the provisions of this section or the operations of the utility, as determined by the Division;
(c) As is reasonably necessary in the case of an emergency involving public health or safety, as determined by the Division; or
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(d) Pursuant to the provisions of NRS 239.0115.
5. If a person knowingly and unlawfully discloses such information or assists, solicits or conspires with another person to disclose such information, the person is guilty of:
(a) A gross misdemeanor; or
(b) A category C felony and shall be punished as provided in NRS 193.130 if the person acted with the intent to:
(1) Commit, cause, aid, further or conceal, or attempt to commit, cause, aid, further or conceal, any unlawful act involving terrorism or sabotage; or
(2) Assist, solicit or conspire with another person to commit, cause, aid, further or conceal any unlawful act involving terrorism or sabotage.
Sec. 30. (Deleted by amendment.)
Sec. 30.5. NRS 239C.300 is hereby amended to read as follows:
239C.300 1. If the State , [or] a political subdivision or a tribal government submits an application to and is approved to receive money from the Federal Government, this State, any other state, a local government, any agency or instrumentality of those governmental entities, or any private entity, to pay for a project or program relating to the prevention of, detection of, mitigation of, preparedness for, response to and recovery from acts of terrorism, the State , [or] political subdivision or tribal government shall, not later than 60 days after receiving such approval, submit to the Commission a written report that includes, without limitation:
(a) The total amount of money that the State , [or] political subdivision or tribal government has been approved to receive for the project or program;
(b) A description of the project or program, unless the State , [or] political subdivision or tribal government previously submitted a written report pursuant to this section relating to the same project or program; and
(c) The items to be paid for with the money that the State , [or] political subdivision or tribal government has been approved to receive for the project or program.
2. A project or program for which the State , [or] a political subdivision or a tribal government is required to report the receipt of money pursuant to subsection 1 includes, without limitation, a project or program related to:
(a) Homeland security;
(b) Emergency management;
(c) Health or hospitals;
(d) Emergency medical services; and
(e) Chemical, biological, radiological, nuclear, explosive, agricultural or environmental acts of terrorism.
[3. Any grant related to terrorism that is administered by the Division and is provided to a political subdivision must be approved by the local emergency planning committee.]
Sec. 31. (Deleted by amendment.)
Sec. 31.5. NRS 239C.310 is hereby amended to read as follows:
239C.310 1. The State and each political subdivision and tribal government shall:
(a) Adopt any national system that is required as a condition to the receipt of money from the Federal Government by the United States Department of Homeland Security pursuant to federal law in preparation for, prevention of, detection of, mitigation of, response to and recovery from a domestic incident, including, without limitation, an act of terrorism.
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prevention of, detection of, mitigation of, response to and recovery from a domestic incident, including, without limitation, an act of terrorism.
(b) Submit to the Division documentation evidencing that the State , [or] political subdivision or tribal government has adopted the national system.
2. The Division shall submit on a quarterly basis documentation to the Commission evidencing the compliance of this State and each political subdivision and tribal government with the provisions of paragraph (a) of subsection 1.
Sec. 32. (Deleted by amendment.)
Sec. 32.5. NRS 332.830 is hereby amended to read as follows:
332.830 1. On and after October 1, 2005, a governing body or its authorized representative shall not purchase an information system or system of communication for use by a response agency unless the system complies with the plan established pursuant to subsection [5] 6 of NRS 239C.160.
2. On and after October 1, 2005, any grant or other money received by a local government from the Federal Government for the purchase of an information system or system of communication for use by a response agency must not be used to purchase such a system unless the system complies with the plan established pursuant to subsection [5] 6 of NRS 239C.160.
3. As used in this section:
(a) Information system has the meaning ascribed to it in NRS 239C.060.
(b) Response agency has the meaning ascribed to it in NRS 239C.080.
(c) System of communication has the meaning ascribed to it in NRS 239C.100.
Sec. 33. (Deleted by amendment.)
Sec. 33.5. NRS 333.820 is hereby amended to read as follows:
333.820 1. On and after October 1, 2005, the Chief, the Purchasing Division or a using agency shall not purchase an information system or system of communication for use by a response agency unless the system complies with the plan established pursuant to subsection [5] 6 of NRS 239C.160.
2. On and after October 1, 2005, any grant or other money received by the Chief, the Purchasing Division or a using agency from the Federal Government for the purchase of an information system or system of communication for use by a response agency must not be used to purchase such a system unless the system complies with the plan established pursuant to subsection [5] 6 of NRS 239C.160.
3. As used in this section:
(a) Information system has the meaning ascribed to it in NRS 239C.060.
(b) Response agency has the meaning ascribed to it in NRS 239C.080.
(c) System of communication has the meaning ascribed to it in NRS 239C.100.
Secs. 34-39. (Deleted by amendment.)
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