[Rev. 1/16/2013 11:48:04 AM--2012R2]
CHAPTER 670A - CORPORATIONS FOR ECONOMIC REVITALIZATION AND DIVERSIFICATION
NRS 670A.010 Definitions.
NRS 670A.020 “Board of directors” defined.
NRS 670A.030 “Corporation” defined.
NRS 670A.040 “Financial institution” defined.
NRS 670A.050 “Loan limit” defined.
NRS 670A.060 Regulations.
NRS 670A.070 Formation.
NRS 670A.080 Articles of incorporation: Contents.
NRS 670A.090 Articles of incorporation: Approval of Commissioner prerequisite to filing with Secretary of State.
NRS 670A.100 Articles of incorporation: Filing.
NRS 670A.110 Articles of incorporation: Prerequisites to authorization to commence business.
NRS 670A.120 Articles of incorporation: Amendment.
NRS 670A.130 License to conduct business: Requirement; form; fee; regulations; withdrawal of application.
NRS 670A.140 First meeting of corporation: Notice; duties of incorporators; quorum.
NRS 670A.150 Powers of corporation.
NRS 670A.160 Corporation to be operated in manner consistent with State Plan for Economic Development.
NRS 670A.170 General powers of stockholders of corporation.
NRS 670A.180 Officers and board of directors to manage corporation; number, powers, election and terms of directors; vacancies; responsibility for losses.
NRS 670A.190 Eligibility for membership in corporation; membership effective upon acceptance by board of directors.
NRS 670A.200 Members required to loan money to corporation; limits.
NRS 670A.210 Calls for money to be prorated.
NRS 670A.220 Withdrawal from membership.
NRS 670A.230 Stock of corporation: Minimum required to transact business; acquisition.
NRS 670A.240 Required amount of earned surplus; limits on obligations; restrictions on deposits and loans.
NRS 670A.250 License fees; regulations.
NRS 670A.260 Examination by Commissioner; annual reports by corporations; costs of examination; authority of Commissioner.
NRS 670A.270 Credit of state not to be pledged.
NRS 670A.280 Tax exemptions, credits and privileges granted to corporation.
NRS 670A.290 Status of corporation as state development company under federal legislation.
NRS 670A.300 Dissolution of corporation.
NRS 670A.310 Failure to submit required report; fees; regulations.
NRS 670A.320 Administrative fines.
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NRS 670A.010 Definitions. As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 670A.020 to 670A.050, inclusive, have the meanings ascribed to them in those sections.
(Added to NRS by 1983, 1271)
NRS 670A.020 “Board of directors” defined. “Board of directors” means the board of directors of a corporation created under this chapter.
(Added to NRS by 1983, 1271)
NRS 670A.030 “Corporation” defined. “Corporation” means a Nevada corporation for economic revitalization and diversification created under this chapter.
(Added to NRS by 1983, 1271)
NRS 670A.040 “Financial institution” defined. “Financial institution” means any banking corporation, credit union or trust company, savings and loan association, insurance company or related corporation, partnership, foundation or other institution engaged primarily in lending or investing money.
(Added to NRS by 1983, 1272; A 1999, 1545)
NRS 670A.050 “Loan limit” defined. “Loan limit” means the maximum amount permitted to be outstanding for any member at one time on loans by the member to a corporation as determined under the provisions of this chapter.
(Added to NRS by 1983, 1272)
NRS 670A.060 Regulations. The Commissioner shall adopt such regulations as may be necessary to carry out the purposes and provisions of this chapter.
(Added to NRS by 1983, 1272; A 1983, 1644; 1987, 1949)
NRS 670A.070 Formation. Five or more persons, a majority of whom are residents of this state, may create a corporation for economic revitalization and diversification by filing articles of incorporation in the Office of the Secretary of State in accordance with the provisions of this chapter.
(Added to NRS by 1983, 1272)
NRS 670A.080 Articles of incorporation: Contents. The articles of incorporation of the corporation must contain:
1. The name of the corporation, which must include the words “corporation for economic revitalization and diversification.”
2. The location of the principal office of the corporation, but the corporation may have other offices as the board of directors deems necessary.
3. The purposes for which the corporation is founded, which must be to:
(a) Assist, promote, encourage, develop and advance the economic welfare and diversification of the State in accordance with the State Plan for Economic Development;
(b) Facilitate and assist in the location of new business, commerce and industry in the State, and to rehabilitate and revitalize existing business, commerce and industry;
(c) Stimulate and assist in the expansion of business activity which will tend to promote business development and diversification that would result in the economic stability of the state;
(d) Provide new opportunities for employment;
(e) Cooperate and act in conjunction with public or private organizations and governmental agencies, the objectives of which are the support and advancement of business, commercial, industrial, agricultural and recreational activity that would advance the economic welfare of the State, promote economic diversification, and effectuate any state or local plan for economic development; and
(f) Furnish money and credit to approved and deserving applicants who would assist in achieving or carrying out any of the purposes described in this subsection.
4. The names and post office addresses of the members of the first board of directors, who, unless otherwise provided by the articles of incorporation or the bylaws, shall hold office for the first year of existence of the corporation or until their successors are elected and have qualified.
5. Any provision which the incorporators may choose to insert for the regulation of the business and for the conduct of the affairs of the corporation and any provision creating, dividing, limiting and regulating the powers of the corporation, the directors, stockholders or any class of the stockholders, including, but not limited to, a list of the officers, and provisions governing the issuance of stock certificates to replace lost or destroyed certificates, except that no provision may be included for cumulative voting for directors.
6. The amount of authorized stock and the number of shares into which it is divided and, if there is more than one class of stock, a description of the different classes.
7. The names and addresses of the preorganization subscribers of stock and the number of shares subscribed by each.
8. Any provision consistent with the laws of this state for the regulation of the corporation.
9. A recitation that the corporation is organized under the provisions of this chapter.
(Added to NRS by 1983, 1272; A 1997, 1011)
NRS 670A.090 Articles of incorporation: Approval of Commissioner prerequisite to filing with Secretary of State. Before the articles of incorporation or any amendment to them are filed with the Secretary of State they must be approved by the Commissioner.
(Added to NRS by 1983, 1273; A 1983, 1644; 1987, 1949)
NRS 670A.100 Articles of incorporation: Filing. The articles of incorporation of the corporation must be in writing, subscribed by or on behalf of each of the incorporators and acknowledged by each of the subscribers before a notary public and filed in the Office of the Secretary of State for approval. A duplicate copy so subscribed and acknowledged may also be filed.
(Added to NRS by 1983, 1273)
NRS 670A.110 Articles of incorporation: Prerequisites to authorization to commence business. When the articles of incorporation have been approved by the Commissioner and filed in the Office of the Secretary of State and approved by the Secretary of State, and all application, licensing and filing fees and taxes prescribed by law have been paid, the subscribers, their successors and assigns constitute a corporation, and the corporation is then authorized to commence business, and stock of the corporation to the extent authorized by this chapter may from time to time be issued.
(Added to NRS by 1983, 1273; A 1983, 1644; 1987, 1949)
NRS 670A.120 Articles of incorporation: Amendment.
1. The articles of incorporation may be amended by the affirmative vote of stockholders representing not less than two-thirds of the issued and outstanding stock entitled to vote. No amendment of the articles of incorporation which is inconsistent with the general purposes expressed in this chapter or which eliminates or curtails the right of the commissioner to examine the corporation or the obligation of the corporation to make reports as provided in NRS 670A.260, may be made.
2. The amendment must then be approved by the Commissioner before it is submitted to the Secretary of State.
3. Within 30 days after any meeting at which an amendment of the articles of incorporation has been adopted, articles of amendment signed and sworn to by the president, treasurer and a majority of the directors, setting forth the amendment and due adoption of it, must be submitted to the Secretary of State who shall examine them, and if the Secretary of State finds that they conform to the requirements of this chapter, shall so certify and endorse his or her approval on them. Then the articles of amendment must be filed in the Office of the Secretary of State, and no amendment may take effect until the articles of amendment have been filed.
(Added to NRS by 1983, 1273; A 1983, 1644; 1987, 1949)
NRS 670A.130 License to conduct business: Requirement; form; fee; regulations; withdrawal of application.
1. A corporation for economic revitalization and diversification shall obtain a license from the Commissioner before conducting any business. The application for the license must be on a form and be accompanied by a nonrefundable application fee of not more than $2,000.
2. The Commissioner shall adopt regulations establishing the amount of the application fee required pursuant to this section.
3. The Commissioner shall consider an application to be withdrawn if the Commissioner has not received all information and fees required to complete the application within 12 months after the date the application is first submitted to the Commissioner or within such later period as the Commissioner determines in accordance with any existing policies of joint regulatory partners. If an application is deemed to be withdrawn pursuant to this subsection or if an applicant otherwise withdraws an application, the Commissioner may not issue a license to the applicant unless the applicant submits a new application and pays any required fees.
(Added to NRS by 1983, 1274; A 1983, 1645; 1987, 1949; 2005, 1853)
NRS 670A.140 First meeting of corporation: Notice; duties of incorporators; quorum.
1. The first meeting of the corporation must be called by a notice signed by three or more of the incorporators, stating the time, place and purpose of the meeting. A copy of the notice must be mailed or delivered to each incorporator at least 5 days before the day appointed for the meeting. The first meeting may be held without notice upon agreement in writing to that effect, signed by all the incorporators. A copy of the notice or of the unanimous agreement of the incorporators must be recorded in the minutes of the meeting.
2. At the first meeting, the incorporators shall elect a temporary clerk, adopt bylaws, elect a board of directors and take such other action upon matters within the powers of the corporation as the incorporators may see fit. The temporary clerk must be sworn and shall make and attest a record of the proceedings.
3. A majority and not less than three of the incorporators constitutes a quorum for the transaction of business.
(Added to NRS by 1983, 1274)
NRS 670A.150 Powers of corporation. In furtherance of its purposes and in addition to the powers conferred on business corporations by law, the corporation may, subject to the restrictions and limitations contained in this chapter:
1. Elect, appoint and employ officers, agents and employees, make contracts, including without limitation, contracts to share personnel and services with other public or private entities to carry out the State Plan for Economic Development, and may incur liabilities for any of the purposes of the corporation. The corporation shall not incur any secondary liability by way of guaranty or endorsement of the obligations of any natural person, firm, corporation, joint-stock company, association or trust, or in any other manner, except that the corporation may guarantee or endorse industrial revenue bonds, individually or in groups, issued under the laws of this state and the obligations of borrowers.
2. Borrow money and negotiate guarantees from federal agencies for any of the purposes of the corporation, issue its bonds, debentures, notes or other evidences of indebtedness, whether secured or unsecured, and may secure them by mortgage, pledge, deed of trust or other lien on its property, franchises, rights and privileges of every kind and nature, or any part of them or interest in them, without securing stockholder approval.
3. Make loans to any natural person, firm, corporation, joint-stock company, association or trust, and may establish and regulate the terms and conditions with respect to those loans and the charges for interest and service connected therewith, except that the corporation shall not approve any application for a loan unless the person applying for the loan shows that he or she has applied for the loan through ordinary banking channels and that the loan has been refused by at least one bank or other financial institution.
4. Purchase, receive, hold, lease or otherwise acquire, and to sell, convey, transfer, lease or otherwise dispose of real and personal property, together with such rights and privileges as may be incidental and appurtenant to the property and the use of it, including but not restricted to any real or personal property acquired by the corporation from time to time in the satisfaction of debts or enforcement of obligations.
5. Acquire the goodwill, business, rights, real and personal property and other assets, or any part of them, or interest in them, of any natural person, firm, corporation, joint-stock company, association or trust, and assume, undertake or pay the obligations, debts and liabilities of that natural person, firm, corporation, joint-stock company, association or trust; to acquire improved or unimproved real estate to construct industrial plants or other business establishments on it or to dispose of that real estate to others for the construction of industrial plants or other business establishments; and may acquire, construct or reconstruct, alter, repair, maintain, operate, sell, convey, transfer, lease or otherwise dispose of industrial plants or business establishments.
6. Acquire, subscribe for, own, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the stock, shares, bonds, debentures, notes or other securities and evidences of interest in or indebtedness of any natural person, firm, corporation, joint-stock company, association or trust, and while the owner or holder thereof may exercise all the rights, powers and privileges of ownership including the right to vote thereon.
7. Mortgage, pledge or otherwise encumber any property, right or thing of value acquired pursuant to the powers contained in subsection 4, 5 or 6 as security for the payment of any part of the purchase price of them.
8. Cooperate with and avail itself of the facilities of the United States Department of Commerce, the Office of Economic Development and any other similar state or federal governmental agencies and may cooperate with and assist, and otherwise encourage organizations in the various communities of the State in the promotion, assistance and development of the business prosperity and economic welfare of those communities or of this state.
9. Do all acts and things necessary or convenient to carry out the powers expressly granted in this chapter.
(Added to NRS by 1983, 1274; A 1987, 732; 2011, 3473)
NRS 670A.160 Corporation to be operated in manner consistent with State Plan for Economic Development. The purposes, powers and operation of the corporation must be effectuated, exercised and conducted in a manner consistent with the State Plan for Economic Development.
(Added to NRS by 1983, 1275)
NRS 670A.170 General powers of stockholders of corporation. The stockholders of the corporation may:
1. Determine the number of and elect directors as provided in NRS 670A.180.
2. Make, amend and repeal bylaws.
3. Amend its charter as provided in NRS 670A.120.
4. Dissolve the corporation as provided in NRS 670A.300.
5. Exercise such other of the powers of the corporation consistent with this chapter as may be conferred on the stockholders by the bylaws.
(Added to NRS by 1983, 1275)
NRS 670A.180 Officers and board of directors to manage corporation; number, powers, election and terms of directors; vacancies; responsibility for losses.
1. The business and affairs of the corporation must be managed and conducted by a board of directors, a president, a vice president, a secretary, a treasurer and such other officers and agents as the corporation by its bylaws may authorize. The board of directors must consist of a number not less than 9 nor more than 15 as may be determined in the first instance by the incorporators and after that annually by the stockholders of the corporation. The Director of the Department of Business and Industry and the Executive Director of the Office of Economic Development shall serve ex officio as nonvoting directors, but without any liability as such, except for gross negligence or willful misconduct.
2. The board of directors may exercise all the powers of the corporation except those conferred by law or by the bylaws of the corporation upon the stockholders and shall choose and appoint all the agents and officers of the corporation and fill all vacancies except vacancies in the office of director, which must be filled as provided in this section.
3. The voting directors must be elected in the first instance by the incorporators and after that at least five directors must be elected by the members of the corporation and at least two directors must be elected by the stockholders at the annual meeting. The annual meeting must be held during the month of January or, if no annual meeting is held in the year of incorporation, then within 90 days after the approval of the articles of incorporation at a special meeting as provided in this chapter.
4. The voting directors shall hold office until the next annual meeting of the corporation or special meeting held in lieu of the annual meeting after the election and until their successors are elected and qualified, unless sooner removed in accordance with the provisions of the bylaws.
5. Any vacancy in the office of a voting director must be filled by the directors.
6. Directors and officers are not responsible for losses unless the losses have been occasioned by the willful misconduct of those directors and officers.
(Added to NRS by 1983, 1276; A 1987, 734; 1993, 1896; 2011, 3474)
NRS 670A.190 Eligibility for membership in corporation; membership effective upon acceptance by board of directors. Any bank, savings and loan association, thrift company or credit union licensed under this title or title 56 of NRS, any insurer licensed under title 57 of NRS and any Nevada corporation not licensed under those titles whose gross assets are more than $20 million may apply for membership in the corporation. Membership becomes effective upon the acceptance of the application by the board of directors.
(Added to NRS by 1983, 1276)
NRS 670A.200 Members required to loan money to corporation; limits.
1. Each member shall lend money to the corporation as and when called upon by it to do so, but the total amount on loan by any member at any one time must not exceed the limits described in subsections 2 and 3, to be determined as of the time the financial institution or insurer becomes a member. The amount may thereafter be readjusted annually if any change in the base of the loan limit of the member occurs.
2. The loan limits are, for:
(a) Banks and stock insurance companies, 2 percent of the stockholders’ equity of the bank or company.
(b) Savings and loan associations, 2 percent of the surplus account.
(c) Mutual insurance companies, 2 percent of surplus to policyholders.
(d) Other financial institutions and insurance companies, and Nevada corporations described in NRS 670A.190, an amount established by the board of directors.
3. Except as otherwise provided in this subsection, the total amount on loan by any member at any one time must not exceed $250,000. Any member who has a loan limit in excess of $250,000, may elect that its total amount on loan at any one time to the corporation equal its loan limit, but in no event may it exceed $500,000.
4. All loan limits must be established at the thousand dollar figure nearest to the amount computed on an actual basis.
(Added to NRS by 1983, 1276; A 1997, 1012)
NRS 670A.210 Calls for money to be prorated. All calls for money which members are committed to lend to the corporation must be prorated by the corporation among the members in the same proportion that the maximum loan limit of each member bears to the aggregate loan limits of all members of the corporation.
(Added to NRS by 1983, 1277)
NRS 670A.220 Withdrawal from membership. Upon 6 months’ written notice to the board of directors, a member of the corporation may withdraw from membership, and, after the date of the withdrawal, the member is free of obligations under this chapter, except those accrued or committed by the corporation before the effective date of the withdrawal.
(Added to NRS by 1983, 1277)
NRS 670A.230 Stock of corporation: Minimum required to transact business; acquisition.
1. The stock of the corporation must be 20,000 shares of no par value, which must be issued for $100 per share in cash. At least 5 percent of the initial stockholders’ equity of the corporation must be paid into its treasury in cash before it may transact any business other than business relating to its organization.
2. At least a majority of the stock of the corporation must at all times be held by residents of the State or by persons engaged in doing business in Nevada.
3. A financial institution which does not become a member of a corporation established under this chapter may not acquire any shares of the stock of the corporation.
4. Except as otherwise provided in this subsection, any financial institution which becomes a member of a corporation established under this chapter may acquire, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of any shares of the stock of the corporation and, while the owner of those shares, may exercise all the rights, powers and privileges of ownership, including the right to vote thereon, all without the approval of any regulatory authority of this state. The amount of the stock of the corporation which may be acquired by any member under this section may not exceed 10 percent of the loan limit of the member. The amount of stock of the corporation which any member may acquire under this section is in addition to the amount of stock in corporations which the member is otherwise authorized to acquire.
5. The holders of stock of the corporation do not, as such, have any preemptive or preferential right to purchase or subscribe for any part of the unissued or new issue of stock of the corporation, whether now or hereafter authorized or issued, or to purchase or subscribe for any bonds or other obligations, whether or not convertible into stock of the corporation, now or hereafter authorized or issued.
(Added to NRS by 1983, 1277; A 1997, 1012)
NRS 670A.240 Required amount of earned surplus; limits on obligations; restrictions on deposits and loans.
1. The corporation shall set apart as an earned surplus all of its net earnings in each year until the earned surplus equals 50 percent of the stockholders’ equity then outstanding. The earned surplus must be held in cash, invested in United States government bonds, or as provided in the corporation’s bylaws, and be kept and used to meet losses and contingencies of the corporation, and whenever the amount of earned surplus becomes impaired, it must be built up again to the required amount in the manner provided for its original accumulation.
2. At no time may the total obligations of the corporation exceed ten times the amount of its stockholders’ equity, not including therein the earned surplus, or $50 million, whichever is greater.
3. The corporation shall not deposit any of its money in any financial institution unless the financial institution has been designated as a depository by a vote of the majority of all of the directors of the corporation, exclusive of any director who is an officer or director of the designated depository. The corporation shall not receive money on deposit or make any loans directly or indirectly to any of its officers or to any firms in which any of its officers is a member or officer.
(Added to NRS by 1983, 1278; A 1997, 1013)
NRS 670A.250 License fees; regulations.
1. Every corporation organized and engaged in business under the provisions of this chapter shall pay an annual state license fee of not more than $200. The Commissioner shall adopt regulations establishing the amount of the fee required pursuant to this subsection.
2. The county and city in which the corporation maintains a place of business may also levy a license fee which does not exceed $50.
(Added to NRS by 1983, 1278; A 2005, 1853)
NRS 670A.260 Examination by Commissioner; annual reports by corporations; costs of examination; authority of Commissioner.
1. The Commissioner shall examine the corporation as often as the Commissioner deems necessary.
2. The corporation shall make reports of its condition at least annually to the Commissioner and more frequently upon the order of the Commissioner. The Commissioner shall furnish copies of these reports to the Commissioner of Insurance and the Governor. The corporation shall also furnish such other information as may be required by the Commissioner or the Secretary of State.
3. The corporation shall pay a fee for conducting the examination and preparing the report of the examination at the rate established pursuant to NRS 658.101.
4. The Commissioner shall exercise the same supervisory authority over corporations organized under this chapter as the Commissioner exercises over banks and trust companies chartered by the State.
(Added to NRS by 1983, 1278; A 1983, 1645; 1987, 1949, 2224)
NRS 670A.270 Credit of state not to be pledged. Under no circumstances may the credit of the State be pledged to any corporation organized under the provisions of this chapter.
(Added to NRS by 1983, 1279)
NRS 670A.280 Tax exemptions, credits and privileges granted to corporation. Any tax exemptions, tax credits or tax privileges granted to banks, savings and loan associations, trust companies and other financial institutions by any general laws are granted to corporations organized pursuant to this chapter.
(Added to NRS by 1983, 1279)
NRS 670A.290 Status of corporation as state development company under federal legislation. Any corporation organized under the provisions of this chapter is a state development company, as defined in the Small Business Investment Act of 1958, Public Law 85-699, 85th Congress, or any other similar federal legislation, and may operate on a statewide basis.
(Added to NRS by 1983, 1279)
NRS 670A.300 Dissolution of corporation. A corporation may dissolve upon the affirmative vote of stockholders representing not less than two-thirds of the issued and outstanding stock.
(Added to NRS by 1983, 1279)
NRS 670A.310 Failure to submit required report; fees; regulations.
1. If a corporation fails to submit any report required pursuant to this chapter or any regulation adopted pursuant thereto within the prescribed period, the Commissioner may impose and collect a fee of not more than $10 for each day the report is overdue.
2. The Commissioner shall adopt regulations establishing the amount of the fee that may be imposed pursuant to this section.
(Added to NRS by 2005, 1853)
NRS 670A.320 Administrative fines. In addition to any other remedy or penalty, the Commissioner may impose an administrative fine of not more than $10,000 upon a person who:
1. Without a license, conducts any business or activity for which a license is required pursuant to the provisions of this chapter; or
2. Violates any provision of this chapter or any regulation adopted pursuant thereto.
(Added to NRS by 2005, 1853)