Link to Page 1636

 

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ê2009 Statutes of Nevada, Page 1637 (Chapter 358, SB 277)ê

 

      Sec. 33.  Chapter 163 of NRS is hereby amended by adding thereto the provisions set forth as sections 34 and 35 of this act.

      Sec. 34.  (Deleted by amendment.)

      Sec. 35.  1.  Except as otherwise provided in subsections 3 and 4, a no-contest clause in a trust must be enforced by the court.

      2.  A no-contest clause must be construed to carry out the settlor’s intent. Except to the extent the no-contest clause in the trust is vague or ambiguous, extrinsic evidence is not admissible to establish the settlor’s intent concerning the no-contest clause. The provisions of this subsection do not prohibit such evidence from being admitted for any other purpose authorized by law.

      3.  Notwithstanding any provision to the contrary in the trust, a beneficiary’s share must not be reduced or eliminated if the beneficiary seeks only to:

      (a) Enforce the terms of the trust or any other trust-related instrument;

      (b) Enforce the beneficiary’s legal rights related to the trust or any trust-related instrument; or

      (c) Obtain a court ruling with respect to the construction or legal effect of the trust or any other trust-related instrument.

      4.  Notwithstanding any provision to the contrary in the trust, a beneficiary’s share must not be reduced or eliminated under a no-contest clause in a trust because the beneficiary institutes legal action seeking to invalidate a trust or any other trust-related instrument if the legal action is instituted in good faith and based on probable cause that would have led a reasonable person, properly informed and advised, to conclude that there was a substantial likelihood that the trust or other trust-related instrument was invalid.

      5.  As used in this section:

      (a) “No-contest clause” means one or more provisions in a trust that express a directive to reduce or eliminate the share allocated to a beneficiary or to reduce or eliminate the distributions to be made to a beneficiary if the beneficiary takes action to frustrate or defeat the settlor’s intent as expressed in the trust or in a trust-related instrument.

      (b) “Trust” means the original trust instrument and each amendment made pursuant to the terms of the original trust instrument.

      (c) “Trust-related instrument” means any document purporting to transfer property to or from the trust or any document made pursuant to the terms of the trust purporting to direct the distribution of trust assets or to affect the management of trust assets, including, without limitation, documents that attempt to exercise a power of appointment.

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ê2009 Statutes of Nevada, Page 1638ê

 

CHAPTER 359, SB 313

Senate Bill No. 313–Senators Mathews, Horsford, Care; and Lee

 

Joint Sponsors: Assemblymen Anderson; and Mortenson

 

CHAPTER 359

 

AN ACT relating to guardianship; providing that a court may sanction certain persons who are vexatious litigants; requiring a guardian to maintain certain records for certain periods of time; adopting in part the Uniform Adult Guardianship and Protective Proceedings Jurisdiction Act; revising certain notice requirements for guardianship proceedings; revising certain procedural requirements for the appointment of a guardian; revising the authority of certain guardians in certain circumstances; making various other changes relating to guardianships; and providing other matters properly relating thereto.

 

[Approved: May 29, 2009]

 

Legislative Counsel’s Digest:

      Existing law sets forth the procedures for the appointment of a guardian for a ward, the powers and duties of a guardian and the termination of a guardianship. (Chapter 159 of NRS) This bill: (1) amends various provisions relating to a guardianship; and (2) adopts, in part, the Uniform Adult Guardianship and Protective Proceedings Jurisdiction Act promulgated by the Uniform Law Commission.

      Section 4 of this bill provides that a court may determine that a petitioner is a vexatious litigant if the petitioner files a petition that is without merit more than once, and may impose sanctions against the petitioner.

      Section 5 of this bill requires a guardian to keep records related to the guardianship, including financial records, for a period of 7 years.

      Section 6 of this bill provides that if a ward resides with a care provider which is an institution or facility, the care provider shall furnish itemized accountings of all financial activity pertaining to the ward on a quarterly basis and as requested by the guardian.

      Sections 7-20 of this bill adopt in part the Uniform Adult Guardianship and Protective Proceedings Jurisdiction Act, which was promulgated by the Uniform Law Commission in 2007. According to the Uniform Law Commission, because of increasing population mobility, cases involving simultaneous and conflicting jurisdiction over guardianship are increasing, and even when all parties agree, steps such as transferring a guardianship to another state can require that the parties start over anew in the second state. Obtaining recognition of a guardian’s authority in another state in order to sell property or to arrange for a residential placement is often impossible. The Uniform Act is intended to address those problems concerning jurisdictional issues. The Uniform Act contains five articles, which are incorporated into sections 7-20 and which address the following topics: (1) Article 1 contains definitions and provisions designed to facilitate cooperation between courts in different states; (2) Article 2 specifies which court has jurisdiction to appoint a guardian, with the objective being to locate jurisdiction in one, and only one, state except in cases of emergency or in situations where an individual owns property located in multiple states; (3) Article 3 specifies a procedure for transferring proceedings from one state to another; (4) Article 4 addresses enforcement of orders in other states; and (5) Article 5 contains boilerplate provisions common to all uniform acts. However, sections 7-20 do not contain, or revise, certain provisions of the Uniform Act.

 


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ê2009 Statutes of Nevada, Page 1639 (Chapter 359, SB 313)ê

 

      Sections 25 and 42 of this bill revise the provisions relating to the persons who must receive notice of a guardianship petition. (NRS 159.034, 159.115) Section 29 of this bill revises the information contained in a notice for petition for guardianship to include certain findings about the ward’s competence. (NRS 159.044) Sections 26-28 and 30 of this bill amend certain provisions concerning venue and jurisdiction for guardianship proceedings. (NRS 159.037, 159.039, 159.041, 159.0487) Sections 32-34 of this bill revise the requirements concerning the supporting documentation necessary for certain petitions. (NRS 159.052, 159.0523, 159.0525) Sections 37-41 and 43 of this bill revise the authority of a guardian to manage the estate and affairs of a ward. (NRS 159.0755, 159.076, 159.079, 159.0895, 159.113, 159.117) Sections 44-52 of this bill revise certain provisions concerning the sale of property of a ward. (NRS 159.123, 159.134, 159.1425, 159.1435, 159.144, 159.1455, 159.1535, 159.154)

      Section 55 of this bill exempts certain guardianship property from a presumption of abandonment for the purposes of the statutory provisions relating to unclaimed property. (NRS 120A.500)

      Section 57 of this bill revises the provisions relating to possession of the assets held by a guardian of a decedent. (NRS 143.030)

      Section 58 of this bill revises the provisions governing responsibility for the repayment of certain expenses of a ward paid for by a county. (NRS 428.070)

      Sections 61-64 of this bill revise provisions concerning the release of a ward who was involuntarily committed to provide that: (1) the facility must notify the guardian before the ward is released; (2) the guardian has discretion to determine where to release the ward; and (3) if the guardian does not determine where to release the ward within a certain period, the facility will release the ward according to its own plan. (NRS 433A.220, 433A.380-433A.400)

 

THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN

SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:

 

      Section 1.  Chapter 159 of NRS is hereby amended by adding thereto the provisions set forth as sections 2 to 20, inclusive, of this act.

      Sec. 2.  “Home state” means the state in which the proposed ward was physically present for at least 6 consecutive months, including any temporary absence from the state, immediately before the filing of a petition for the appointment of a guardian.

      Sec. 3.  “State” means any state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, a federally recognized Indian tribe, or any territory or insular possession subject to the jurisdiction of the United States.

      Sec. 4.  1.  A court may find that a petitioner is a vexatious litigant if a person, other than the ward:

      (a) Files a petition which is without merit or intended to harass or annoy the guardian; and

      (b) Has previously filed pleadings in a guardianship proceeding that were without merit or intended to harass or annoy the guardian.

      2.  If a court finds a person is a vexatious litigant pursuant to subsection 1, the court may impose sanctions on the petitioner in an amount sufficient to reimburse the estate of the ward for all or part of the expenses incurred by the estate of the ward to defend the petition, to respond to the petition and for any other pecuniary losses which are associated with the petition.

      Sec. 5.  A guardian shall maintain all records and documents for each ward whom the guardian has authority over for a period of not less than 7 years after the court terminates the guardianship and shall maintain all financial records related to the guardianship for a period of not less than 7 years after the date of the last financial transaction.

 


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ê2009 Statutes of Nevada, Page 1640 (Chapter 359, SB 313)ê

 

maintain all financial records related to the guardianship for a period of not less than 7 years after the date of the last financial transaction.

      Sec. 6.  If a ward resides with a care provider that is an institution or facility, the care provider shall furnish to the guardian an itemized accounting of all financial activity pertaining to the ward:

      1.  On a quarterly basis; and

      2.  At any other time, upon the request of the guardian.

      Sec. 7.  Sections 7 to 20, inclusive, of this act may be cited as the Uniform Adult Guardianship and Protective Proceedings Jurisdiction Act.

      Sec. 8.  A court of this State may treat a foreign country as if it were a state for the purpose of applying sections 7 to 20, inclusive, of this act.

      Sec. 9.  1.  A court of this State may communicate with a court of another state concerning a proceeding arising under sections 7 to 20, inclusive, of this act. The court may allow the parties to participate in the communication. Except as otherwise provided in subsection 2, the court shall make a record of the communication. The record may be limited to the fact that the communication occurred.

      2.  Courts may communicate concerning schedules, calendars, court records and other administrative matters without making a record.

      Sec. 10.  1.  In a guardianship proceeding in this State, a court of this State may request the appropriate court of another state to do any of the following:

      (a) Hold an evidentiary hearing;

      (b) Order a person in that state to produce evidence or give testimony pursuant to the procedures of that state;

      (c) Order that an evaluation or assessment be made of the ward;

      (d) Order any appropriate investigation of a person involved in a proceeding;

      (e) Forward to the court of this State a certified copy of the transcript or other record of a hearing under paragraph (a) or any other proceeding, any evidence otherwise produced under paragraph (b), and any evaluation or assessment prepared in compliance with an order under paragraph (c) or (d);

      (f) Issue any order necessary to ensure the appearance in the proceeding of a person whose presence is necessary for the court to make a determination, including the proposed ward, the ward or the incompetent; and

      (g) Issue an order authorizing the release of medical, financial, criminal or other relevant information in that state relating to the ward or proposed ward, including protected health information as defined in 45 C.F.R. § 160.103.

      2.  If a court of another state in which a guardianship or conservatorship proceeding is pending requests assistance of the kind provided in subsection 1, a court of this State has jurisdiction for the limited purpose of granting the request or making reasonable efforts to comply with the request.

      Sec. 11.  1.  In a guardianship proceeding, in addition to other procedures that may be available, testimony of a witness who is located in another state may be offered by deposition or other means allowable in this State for testimony taken in another state. The court on its own motion may order that the testimony of a witness be taken in another state and may prescribe the manner in which and the terms upon which the testimony is to be taken.

 


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ê2009 Statutes of Nevada, Page 1641 (Chapter 359, SB 313)ê

 

may order that the testimony of a witness be taken in another state and may prescribe the manner in which and the terms upon which the testimony is to be taken.

      2.  In a guardianship proceeding, a court of this State may permit a witness located in another state to be deposed or to testify by telephone or audiovisual or other electronic means. A court of this State shall cooperate with the court of the other state in designating an appropriate location for the deposition or testimony.

      3.  Documentary evidence transmitted from a court of another state to a court of this State by technological means that do not produce an original writing may not be excluded from evidence on an objection based on NRS 52.235.

      Sec. 12.  1.  A court of this State has jurisdiction to appoint a guardian if:

      (a) This State is the proposed ward’s home state;

      (b) The proposed ward holds property within this State and a court of the proposed ward’s home state has declined to exercise jurisdiction because this State is a more appropriate forum;

      (c) The proposed ward has a significant connection with this State and a court of the proposed ward’s home state has declined to exercise jurisdiction because this State is a more appropriate forum; or

      (d) The proposed ward does not have a home state.

      2.  A court of this State lacking jurisdiction under subsection 1 has special jurisdiction to appoint a temporary guardian for a ward:

      (a) To facilitate transfer of the guardianship proceedings from another state pursuant to sections 7 to 20, inclusive, of this act.

      (b) In an emergency if the ward is physically present in this State, and such temporary guardianship will be terminated at the request of a court of the ward’s home state before or after the emergency appointment.

      3.  Except as otherwise provided in this section, a court that has appointed a guardian consistent with sections 7 to 20, inclusive, of this act has exclusive and continuing jurisdiction over the proceedings until it is terminated by the court pursuant to NRS 159.1905 or 159.191.

      Sec. 13.  1.  A court of this State having jurisdiction to appoint a guardian may decline to exercise its jurisdiction if it determines at any time that a court of another state is a more appropriate forum.

      2.  If a court of this State declines to exercise its jurisdiction under subsection 1, it shall either dismiss or stay the proceedings. The court may impose any condition the court considers just and proper, including the condition that a petition for the appointment of a guardian be filed promptly in another state.

      3.  In determining whether it is an appropriate forum, the court shall consider all relevant factors, including, without limitation:

      (a) Any expressed preference of the ward;

      (b) Whether abuse, neglect or exploitation of the ward has occurred or is likely to occur and which state could best protect the ward from the abuse, neglect or exploitation;

      (c) The length of time the ward was physically present in or was a legal resident of this State or another state;

      (d) The distance of the ward from the court in each state;

      (e) The financial circumstances of the ward’s estate;

      (f) The nature and location of the evidence;

 


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ê2009 Statutes of Nevada, Page 1642 (Chapter 359, SB 313)ê

 

      (g) The ability of the court in each state to decide the issue expeditiously and the procedures necessary to present evidence;

      (h) The familiarity of the court of each state with the facts and issues in the proceeding; and

      (i) If an appointment were made, the court’s ability to monitor the conduct of the guardian.

      Sec. 14.  1.  If at any time a court of this State determines that it acquired jurisdiction to appoint a guardian because of unjustifiable conduct by the guardian or the petitioner, the court may:

      (a) Decline to exercise jurisdiction;

      (b) Exercise jurisdiction for the limited purpose of fashioning an appropriate remedy to ensure the health, safety and welfare of the ward or the protection of the ward’s property or to prevent a repetition of the unjustifiable conduct, including staying the proceeding until a petition for the appointment of a guardian is filed in a court of another state having jurisdiction; or

      (c) Continue to exercise jurisdiction after considering:

            (1) The extent to which the ward and all persons required to be notified of the proceedings have acquiesced in the exercise of the court’s jurisdiction;

            (2) Whether it is a more appropriate forum than the court of any other state; and

            (3) Whether the court of any other state would have jurisdiction under factual circumstance in substantial conformity with the jurisdictional standard.

      2.  If a court of this State determines that it acquired jurisdiction to appoint a guardian because a party seeking to invoke its jurisdiction engaged in unjustifiable conduct, the court may assess against that party necessary and reasonable expenses, including, without limitation, attorney’s fees, investigative fees, court costs, communication expenses, witness fees and expenses, and travel expenses.

      Sec. 15.  Except for a petition for the appointment of a guardian in an emergency, if a petition for the appointment of a guardian is filed in this State and in another state and neither petition has been dismissed or withdrawn, the following rules apply:

      1.  If the court of this State has jurisdiction under sections 7 to 20, inclusive, of this act, it may proceed with the case unless a court of another state acquires jurisdiction under provisions similar to sections 7 to 20, inclusive, of this act before the appointment.

      2.  If the court of this State does not have jurisdiction under sections 7 to 20, inclusive, of this act, whether at the time the petition is filed or at any time before the appointment or issuance of the order, the court shall stay the proceeding and communicate with the court of the other state. If the court of the other state has jurisdiction, the court of this State shall dismiss the petition unless the court of the other state determines that the court of this State is a more appropriate forum.

      Sec. 16.  1.  A guardian appointed in this State may petition the court to transfer the jurisdiction of the guardianship to another state. Notice of the petition must be given to the persons that would be entitled to notice of a petition in this State for the appointment of a guardian.

 


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ê2009 Statutes of Nevada, Page 1643 (Chapter 359, SB 313)ê

 

      2.  The court shall issue an order provisionally granting the petition to transfer a guardianship and shall direct the guardian or other interested party to petition for guardianship in the other state if the court finds that:

      (a) The ward is physically present in, or is reasonably expected to move permanently to, the other state;

      (b) An objection to the transfer has not been made or, if an objection has been made, the objector has not established that the transfer would be contrary to the interests of the ward; and

      (c) The plans for care and services for the ward in the other state are reasonable and sufficient.

      3.  The court shall issue a final order confirming the transfer and terminating the guardianship upon a petition for termination pursuant to NRS 159.1905 or 159.191 and filing of a provisional order accepting the proceeding from the court to which the proceeding is to be transferred.

      Sec. 17.  1.  To transfer jurisdiction of a guardianship or conservatorship to this State, the guardian, conservator or other interested party must petition the court of this State for guardianship pursuant to sections 7 to 20, inclusive, of this act to accept guardianship in this State. The petition must include a certified copy of the other state’s provisional order of transfer and proof that the ward is physically present in, or is reasonably expected to move permanently to, this State.

      2.  The court shall issue a provisional order granting a petition filed under subsection 1, unless:

      (a) An objection is made and the objector establishes that transfer of the proceeding would be contrary to the interests of the ward; or

      (b) The guardian or petitioner is not qualified for appointment as a guardian in this State pursuant to NRS 159.059.

      3.  The court shall issue a final order granting guardianship upon filing of a final order issued by the other state terminating proceedings in that state and transferring the proceedings to this State.

      4.  Not later than 90 days after the issuance of a final order accepting transfer of a guardianship or conservatorship, the court shall determine whether the guardianship or conservatorship needs to be modified to conform to the laws of this State.

      5.  In granting a petition under this section, the court shall recognize a guardianship or conservatorship order from the other state, including the determination of the ward’s incapacity and the appointment of the guardian or conservator.

      Sec. 18.  If a guardian has been appointed in another state and a petition for the appointment of a guardian is not pending in this State, the guardian appointed in the other state, after giving notice to the appointing court of an intent to register and the reason for registration, may register the guardianship order in this State by filing as a foreign judgment in a court, in any appropriate county of this State:

      1.  Certified copies of the order and letters of office; and

      2.  A copy of the guardian’s driver’s license, passport or other valid photo identification card in a sealed envelope.

      Sec. 19.  1.  Upon registration of a guardianship, the guardian may exercise in this State all powers authorized in the order of appointment except as prohibited under the laws of this State, including maintaining actions and proceedings in this State and, if the guardian is not a resident of this State, subject to any conditions imposed upon nonresident parties.

 


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ê2009 Statutes of Nevada, Page 1644 (Chapter 359, SB 313)ê

 

      2.  A court of this State may grant any relief available under sections 7 to 20, inclusive, of this act and other law of this State to enforce a registered order.

      Sec. 20.  The Uniform Adult Guardianship and Protective Proceedings Jurisdiction Act must be so interpreted and construed as to effectuate its general purpose to make uniform the law of those states which enact it.

      Sec. 21.  NRS 159.013 is hereby amended to read as follows:

      159.013  As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 159.014 to 159.027, inclusive, and sections 2 and 3 of this act have the meanings ascribed to them in those sections.

      Sec. 22.  NRS 159.017 is hereby amended to read as follows:

      159.017  “Guardian” means any person appointed under this chapter as guardian of the person, of the estate, or of the person and estate for any other person, and includes an organization under NRS 662.245 and joint appointees. The term includes , without limitation, a special guardian [.] or, if the context so requires, a person appointed in another state who serves in the same capacity as a guardian in this State.

      Sec. 23.  NRS 159.024 is hereby amended to read as follows:

      159.024  “Private professional guardian” means a person who receives compensation for services as a guardian to three or more wards who are not related to the [person] guardian by blood or marriage. The term does not include:

      1.  A governmental agency.

      2.  A public guardian appointed or designated pursuant to the provisions of chapter 253 of NRS.

      [3.  A banking corporation, as defined in NRS 657.016, or an organization permitted to act as fiduciary pursuant to NRS 662.245 if it is appointed as guardian of an estate only.

      4.  A trust company, as defined in NRS 669.070.

      5.  A court-appointed attorney licensed to practice law in this State.]

      Sec. 24.  NRS 159.025 is hereby amended to read as follows:

      159.025  “Proposed ward” means any person for whom proceedings for the appointment of a guardian have been initiated [.] in this State or, if the context so requires, for whom similar proceedings have been initiated in another state.

      Sec. 25.  NRS 159.034 is hereby amended to read as follows:

      159.034  1.  Except as otherwise provided in this section, by specific statute or as ordered by the court, a petitioner in a guardianship proceeding shall give notice of the time and place of the hearing on the petition to:

      (a) Each interested person or the attorney of the interested person;

      (b) Any person entitled to notice pursuant to this chapter or his attorney; [and]

      (c) Any other person who has filed a request for notice in the guardianship proceedings [.] ;

      (d) The proposed guardian, if the petitioner is not the proposed guardian; and

      (e) Those persons entitled to notice if a proceeding were brought in the proposed ward’s home state.

      2.  The petitioner shall give notice not later than 10 days before the date set for the hearing:

 


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ê2009 Statutes of Nevada, Page 1645 (Chapter 359, SB 313)ê

 

      (a) By mailing a copy of the notice by certified, registered or ordinary first-class mail to the residence, office or post office address of each person required to be notified pursuant to this section;

      (b) By personal service; or

      (c) In any other manner ordered by the court, upon a showing of good cause.

      3.  If the address or identity of a person required to be notified of a hearing on a petition pursuant to this section is not known and cannot be ascertained with reasonable diligence, notice must be given:

      (a) By publishing a copy of the notice in a newspaper of general circulation in the county where the hearing is to be held at least once every 7 days for 21 consecutive days, the last publication of which must occur not later than 10 days before the date set for the hearing; or

      (b) In any other manner ordered by the court, upon a showing of good cause.

      4.  For good cause shown, the court may waive the requirement of giving notice.

      5.  A person entitled to notice pursuant to this section may waive such notice. Such a waiver must be in writing and filed with the court.

      6.  On or before the date set for the hearing, the petitioner shall file with the court proof of giving notice to each person entitled to notice pursuant to this section.

      Sec. 26.  NRS 159.037 is hereby amended to read as follows:

      159.037  1.  The venue for the appointment of a guardian when the ward’s home state is this State must be [:

      (a) The] the county where the proposed ward resides . [; or

      (b) If the proposed ward does not reside in this state, any county in which any property of the proposed ward is located, or any county in which the proposed ward is physically present.]

      2.  If the proper venue may be in two or more counties, the county in which the proceeding is first commenced is the proper county in which to continue the proceedings.

      3.  Upon the filing of a petition showing that the proper venue is inconvenient, a venue other than that provided in subsection 1 may accept the proceeding.

      Sec. 27.  NRS 159.039 is hereby amended to read as follows:

      159.039  1.  If proceedings for the appointment of a guardian for the same proposed ward are commenced in more than one county [,] in this State, and the ward’s home state is this State, they shall be stayed, except in the county where first commenced, until final determination of venue in that county. If the proper venue is finally determined to be in another county, the court shall cause a transcript of the proceedings and all original papers filed therein, all certified by the clerk of the court, to be sent to the clerk of the court of the proper county.

      2.  A proceeding is considered commenced by the filing of a petition.

      3.  The proceedings first legally commenced for the appointment of a guardian of the estate or of the person and estate extends to all the property of the proposed ward which is in this state.

      Sec. 28.  NRS 159.041 is hereby amended to read as follows:

      159.041  A court having before it any guardianship matter for a ward whose home state is this State may transfer the matter to another county in the interest of the ward or, if not contrary to the interest of the ward, for the convenience of the guardian.

 


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convenience of the guardian. A petition for the transfer, setting forth the reasons therefor, may be filed in the guardianship proceeding. If the court is satisfied that the transfer is in the interest of the ward or, if not contrary to the interest of the ward, for the convenience of the guardian, the court shall make an order of transfer and cause a transcript of the proceedings in the matter, all original papers filed in such proceedings and the original bond filed by the guardian, to be certified by the clerk of the court originally hearing the matter and sent to the clerk of the court of the other county. Upon receipt of the transcript, papers and bond, and the filing of them for record, the court of the other county has complete jurisdiction of the matter, and thereafter all proceedings shall be as though they were commenced in that court.

      Sec. 29.  NRS 159.044 is hereby amended to read as follows:

      159.044  1.  Except as otherwise provided in NRS 127.045, a proposed ward, a governmental agency, a nonprofit corporation or any interested person may petition the court for the appointment of a guardian.

      2.  To the extent the petitioner knows or reasonably may ascertain or obtain, the petition must include, without limitation:

      (a) The name and address of the petitioner.

      (b) The name, date of birth and current address of the proposed ward.

      (c) A copy of one of the following forms of identification of the proposed ward which must be placed in the records relating to the guardianship proceeding and, except as otherwise provided in NRS 239.0115 or as otherwise required to carry out a specific statute, maintained in a confidential manner:

            (1) A social security number;

            (2) A taxpayer identification number;

            (3) A valid driver’s license number;

            (4) A valid identification card number; or

            (5) A valid passport number.

Ê If the information required pursuant to this paragraph is not included with the petition, the information must be provided to the court not later than 120 days after the appointment of a guardian or as otherwise ordered by the court.

      (d) If the proposed ward is a minor, the date on which he will attain the age of majority and:

            (1) Whether there is a current order concerning custody and, if so, the state in which the order was issued; and

            (2) Whether the petitioner anticipates that the proposed ward will need guardianship after attaining the age of majority.

      (e) Whether the proposed ward is a resident or nonresident of this State.

      (f) The names and addresses of the spouse of the proposed ward and the relatives of the proposed ward who are within the second degree of consanguinity.

      (g) The name, date of birth and current address of the proposed guardian. If the proposed guardian is a private professional guardian, the petition must include proof that the guardian meets the requirements of NRS 159.0595. If the proposed guardian is not a private professional guardian, the petition must include a statement that the guardian currently is not receiving compensation for services as a guardian to more than one ward who is not related to the person by blood or marriage.

 


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      (h) A copy of one of the following forms of identification of the proposed guardian which must be placed in the records relating to the guardianship proceeding and, except as otherwise provided in NRS 239.0115 or as otherwise required to carry out a specific statute, maintained in a confidential manner:

            (1) A social security number;

            (2) A taxpayer identification number;

            (3) A valid driver’s license number;

            (4) A valid identification card number; or

            (5) A valid passport number.

      (i) Whether the proposed guardian has ever been convicted of a felony and, if so, information concerning the crime for which he was convicted and whether the proposed guardian was placed on probation or parole.

      (j) A summary of the reasons why a guardian is needed and recent documentation demonstrating the need for a guardianship. The documentation [may] must include, without limitation:

            (1) A certificate signed by a physician who is licensed to practice medicine in this State or who is employed by the Department of Veterans Affairs stating [the] :

                  (I) The need for a guardian;

                  (II) Whether the proposed ward presents a danger to himself or others;

                  (III) Whether the proposed ward’s attendance at a hearing would be detrimental to the proposed ward;

                  (IV) Whether the proposed ward would comprehend the reason for a hearing or contribute to the proceeding; and

                  (V) Whether the proposed ward is capable of living independently with or without assistance;

            (2) A letter signed by any governmental agency in this State which conducts investigations stating [the] :

                  (I) The need for a guardian;

                  (II) Whether the proposed ward presents a danger to himself or others;

                  (III) Whether the proposed ward’s attendance at a hearing would be detrimental to the proposed ward;

                  (IV) Whether the proposed ward would comprehend the reason for a hearing or contribute to the proceeding; and

                  (V) Whether the proposed ward is capable of living independently with or without assistance; or

            (3) A certificate signed by any other person whom the court finds qualified to execute a certificate stating [the] :

                  (I) The need for a guardian [.] ;

                  (II) Whether the proposed ward presents a danger to himself or others;

                  (III) Whether the proposed ward’s attendance at a hearing would be detrimental to the proposed ward;

                  (IV) Whether the proposed ward would comprehend the reason for a hearing or contribute to the proceeding; and

                  (V) Whether the proposed ward is capable of living independently with or without assistance.

      (k) Whether the appointment of a general or a special guardian is sought.

 


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      (l) A general description and the probable value of the property of the proposed ward and any income to which the proposed ward is or will be entitled, if the petition is for the appointment of a guardian of the estate or a special guardian. If any money is paid or is payable to the proposed ward by the United States through the Department of Veterans Affairs, the petition must so state.

      (m) The name and address of any person or care provider having the care, custody or control of the proposed ward.

      (n) [The] If the petitioner is not the spouse or natural child of the proposed ward, a declaration explaining the relationship [, if any,] of the petitioner to the proposed ward or to the proposed ward’s family or friends, if any, and the interest, if any, of the petitioner in the appointment.

      (o) Requests for any of the specific powers set forth in NRS 159.117 to 159.175, inclusive, necessary to enable the guardian to carry out the duties of the guardianship.

      (p) [Whether] If the guardianship is sought as the result of an investigation of a report of abuse , [or] neglect [that is conducted pursuant to chapter 432B of NRS by an agency which provides child welfare services. As used in this paragraph, “agency which provides child welfare services” has the meaning ascribed to it in NRS 432B.030.] or exploitation of the proposed ward, whether the referral was from a law enforcement agency or a state or county agency.

      (q) Whether the proposed ward is a party to any pending criminal or civil litigation.

      (r) Whether the guardianship is sought for the purpose of initiating litigation.

      (s) Whether the proposed ward has executed a durable power of attorney for health care, a durable power of attorney for financial matters or a written nomination of guardian and, if so, who the named agents are for each document.

      Sec. 30.  NRS 159.0487 is hereby amended to read as follows:

      159.0487  Any court of competent jurisdiction may appoint:

      1.  Guardians of the person, of the estate, or of the person and estate for [resident] incompetents or [resident] minors [.] whose home state is this State.

      2.  Guardians of the person or of the person and estate for incompetents or minors who, although not residents of this State, are physically present in this State and whose welfare requires such an appointment.

      3.  Guardians of the estate for nonresident incompetents or nonresident minors who have property within this State.

      4.  [Guardians of the person, of the estate, or of the person and estate for incompetents or minors who previously have been appointed by the court of another state and who provide proof of the filing of an exemplified copy of the order from the court of the other state that appointed the guardian and a bond issued in this State as ordered by the court of the other state. As used in this subsection, “guardian” includes, without limitation, a conservator.

      5.]  Special guardians.

      [6.] 5.  Guardians ad litem.

      Sec. 31.  NRS 159.049 is hereby amended to read as follows:

      159.049  The court may, without issuing a citation, appoint a guardian for the proposed ward if the [:

 


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      1.  Petitioner] petitioner is a parent who has sole legal and physical custody of the proposed ward as evidenced by a valid court order or birth certificate and who is seeking the appointment of a guardian for the minor child of the parent. If the proposed ward is a minor who is 14 years of age or older:

      [(a)] 1.  The petition must be accompanied by the written consent of the minor to the appointment of the guardian; or

      [(b)] 2.  The minor must consent to the appointment of the guardian in open court.

      [2.  Petitioner is a foreign guardian of a nonresident proposed ward, and the petition is accompanied by:

      (a) An exemplified copy of the record of the appointment of the foreign guardian; and

      (b) Evidence of the existing authority of the foreign guardian.]

      Sec. 32.  NRS 159.052 is hereby amended to read as follows:

      159.052  1.  A petitioner may request the court to appoint a temporary guardian for a ward who is a minor and who is unable to respond to a substantial and immediate risk of physical harm or to a need for immediate medical attention. To support the request, the petitioner must set forth in a petition and present to the court under oath:

      (a) [Facts which show that the proposed ward faces a substantial and immediate risk of physical harm or needs immediate medical attention;] Documentation which shows that the proposed ward faces a substantial and immediate risk of physical harm or needs immediate medical attention and lacks capacity to respond to the risk of harm or obtain the necessary medical attention. Such documentation must include, without limitation, a certificate signed by a physician who is licensed to practice medicine in this State or who is employed by the Department of Veterans Affairs or a letter signed by any governmental agency in this State which conducts investigations indicating:

            (1) That the proposed ward is unable to respond to a substantial and immediate risk of physical harm or to a need for immediate medical attention;

            (2) Whether the proposed ward presents a danger to himself or others; and

            (3) Whether the proposed ward is or has been subjected to abuse, neglect or exploitation; and

      (b) Facts which show that:

            (1) The petitioner has tried in good faith to notify the persons entitled to notice pursuant to NRS 159.047 by telephone or in writing before the filing of the petition;

            (2) The proposed ward would be exposed to an immediate risk of physical harm if the petitioner were to provide notice to the persons entitled to notice pursuant to NRS 159.047 before the court determines whether to appoint a temporary guardian; or

            (3) Giving notice to the persons entitled to notice pursuant to NRS 159.047 is not feasible under the circumstances.

      2.  The court may appoint a temporary guardian to serve for 10 days if the court:

      (a) Finds reasonable cause to believe that the proposed ward is unable to respond to a substantial and immediate risk of physical harm or to a need for immediate medical attention; and

 


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      (b) Is satisfied that the petitioner has tried in good faith to notify the persons entitled to notice pursuant to NRS 159.047 or that giving notice to those persons is not feasible under the circumstances, or determines that such notice is not required pursuant to subparagraph (2) of paragraph (b) of subsection 1.

      3.  Except as otherwise provided in subsection 4, after the appointment of a temporary guardian, the petitioner shall attempt in good faith to notify the persons entitled to notice pursuant to NRS 159.047, including, without limitation, notice of any hearing to extend the temporary guardianship. If the petitioner fails to make such an effort, the court may terminate the temporary guardianship.

      4.  If, before the appointment of a temporary guardian, the court determined that advance notice was not required pursuant to subparagraph (2) of paragraph (b) of subsection 1, the petitioner shall notify the persons entitled to notice pursuant to NRS 159.047 without undue delay, but not later than 48 hours after the appointment of the temporary guardian or not later than 48 hours after the petitioner discovers the existence, identity and location of the persons entitled to notice pursuant to that section. If the petitioner fails to provide such notice, the court may terminate the temporary guardianship.

      5.  Not later than 10 days after the date of the appointment of a temporary guardian pursuant to subsection 2, the court shall hold a hearing to determine the need to extend the temporary guardianship. Except as otherwise provided in [subsections] subsection 7 , [and 8,] if the court finds by clear and convincing evidence that the proposed ward is unable to respond to a substantial and immediate risk of physical harm or to a need for immediate medical attention, the court may extend the temporary guardianship until a general or special guardian is appointed [, but not for more than 30 days.] pursuant to subsection 8.

      6.  If the court appoints a temporary guardian or extends the temporary guardianship pursuant to this section, the court shall limit the powers of the temporary guardian to those necessary to respond to the substantial and immediate risk of physical harm or to a need for immediate medical attention.

      7.  The court may not extend a temporary guardianship pursuant to subsection 5 beyond the initial period of 10 days unless the petitioner demonstrates that:

      (a) The provisions of NRS 159.0475 have been satisfied; or

      (b) Notice by publication pursuant to N.R.C.P. 4(e) is currently being undertaken.

      8.  [In addition to any other extension granted pursuant to this section, the] The court may extend the temporary guardianship, for good cause shown, for not more than two successive 60-day periods, except that the court shall not cause the temporary guardianship to continue longer than 5 months unless extraordinary circumstances are shown.

      Sec. 33.  NRS 159.0523 is hereby amended to read as follows:

      159.0523  1.  A petitioner may request the court to appoint a temporary guardian for a ward who is an adult and who is unable to respond to a substantial and immediate risk of physical harm or to a need for immediate medical attention. To support the request, the petitioner must set forth in a petition and present to the court under oath:

 


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      (a) [Facts which show that the proposed ward:

            (1) Faces a substantial and immediate risk of physical harm or needs immediate medical attention; and

            (2) Lacks capacity to respond to the risk of harm or to obtain the necessary medical attention;] Documentation which shows the proposed ward faces a substantial and immediate risk of physical harm or needs immediate medical attention and lacks capacity to respond to the risk of harm or obtain the necessary medical attention. Such documentation must include, without limitation, a certificate signed by a physician who is licensed to practice medicine in this State or who is employed by the Department of Veterans Affairs or a letter signed by any governmental agency in this State which conducts investigations indicating:

            (1) That the proposed ward is unable to respond to a substantial and immediate risk of physical harm or to a need for immediate medical attention;

            (2) Whether the proposed ward presents a danger to himself or others; and

            (3) Whether the proposed ward is or has been subjected to abuse, neglect or exploitation; and

      (b) Facts which show that:

            (1) The petitioner has tried in good faith to notify the persons entitled to notice pursuant to NRS 159.047 by telephone or in writing before the filing of the petition;

            (2) The proposed ward would be exposed to an immediate risk of physical harm if the petitioner were to provide notice to the persons entitled to notice pursuant to NRS 159.047 before the court determines whether to appoint a temporary guardian; or

            (3) Giving notice to the persons entitled to notice pursuant to NRS 159.047 is not feasible under the circumstances.

      2.  The court may appoint a temporary guardian to serve for 10 days if the court:

      (a) Finds reasonable cause to believe that the proposed ward is unable to respond to a substantial and immediate risk of physical harm or to a need for immediate medical attention; and

      (b) Is satisfied that the petitioner has tried in good faith to notify the persons entitled to notice pursuant to NRS 159.047 or that giving notice to those persons is not feasible under the circumstances, or determines that such notice is not required pursuant to subparagraph (2) of paragraph (b) of subsection 1 . [; and

      (c) Finds that the petition required pursuant to subsection 1 is accompanied by:

            (1) A certificate signed by a physician who is licensed to practice in this State which states that the proposed ward is unable to respond to a substantial and immediate risk of physical harm or to a need for immediate medical attention; or

            (2) The affidavit of the petitioner which explains the reasons why the certificate described in subparagraph (1) is not immediately obtainable.]

      3.  Except as otherwise provided in subsection 4, after the appointment of a temporary guardian, the petitioner shall attempt in good faith to notify the persons entitled to notice pursuant to NRS 159.047, including, without limitation, notice of any hearing to extend the temporary guardianship.

 


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ê2009 Statutes of Nevada, Page 1652 (Chapter 359, SB 313)ê

 

limitation, notice of any hearing to extend the temporary guardianship. If the petitioner fails to make such an effort, the court may terminate the temporary guardianship.

      4.  If, before the appointment of a temporary guardian, the court determined that advance notice was not required pursuant to subparagraph (2) of paragraph (b) of subsection 1, the petitioner shall notify the persons entitled to notice pursuant to NRS 159.047 without undue delay, but not later than 48 hours after the appointment of the temporary guardian or not later than 48 hours after the petitioner discovers the existence, identity and location of the persons entitled to notice pursuant to that section. If the petitioner fails to provide such notice, the court may terminate the temporary guardianship.

      5.  Not later than 10 days after the date of the appointment of a temporary guardian pursuant to subsection 2, the court shall hold a hearing to determine the need to extend the temporary guardianship. Except as otherwise provided in [subsections] subsection 7 , [and 8,] the court may extend the temporary guardianship until a general or special guardian is appointed [, but not for more than 30 days,] pursuant to subsection 8 if:

      (a) The [certificate required by subsection 2 has been filed and the] court finds by clear and convincing evidence that the proposed ward is unable to respond to a substantial and immediate risk of physical harm or to a need for immediate medical attention; [or] and

      (b) [The certificate required by subsection 2 has not been filed and the court finds by clear and convincing evidence that:

            (1) The proposed ward is unable to respond to a substantial and immediate risk of physical harm or to a need for immediate medical attention;

            (2) Circumstances have prevented the petitioner or temporary guardian from obtaining the certificate required pursuant to subsection 2; and

            (3)] The extension of the temporary guardianship is necessary and in the best interests of the proposed ward.

      6.  If the court appoints a temporary guardian or extends the temporary guardianship pursuant to this section, the court shall limit the powers of the temporary guardian to those necessary to respond to the substantial and immediate risk of physical harm or to a need for immediate medical attention.

      7.  The court may not extend a temporary guardianship pursuant to subsection 5 beyond the initial period of 10 days unless the petitioner demonstrates that:

      (a) The provisions of NRS 159.0475 have been satisfied; or

      (b) Notice by publication pursuant to N.R.C.P. 4(e) is currently being undertaken.

      8.  [In addition to any other extension granted pursuant to this section, the] The court may extend the temporary guardianship, for good cause shown, for not more than two successive 60-day periods, except that the court shall not cause the temporary guardianship to continue longer than 5 months unless extraordinary circumstances are shown.

      Sec. 34.  NRS 159.0525 is hereby amended to read as follows:

      159.0525  1.  A petitioner may request the court to appoint a temporary guardian for a ward who is unable to respond to a substantial and immediate risk of financial loss. To support the request, the petitioner must set forth in a petition and present to the court under oath:

 


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ê2009 Statutes of Nevada, Page 1653 (Chapter 359, SB 313)ê

 

      (a) [Facts which show that the proposed ward:

            (1) Is unable to respond to a substantial and immediate risk of financial loss; and

            (2) Lacks capacity to respond to the risk of loss; and

      (b)] Documentation which shows that the proposed ward faces a substantial and immediate risk of financial loss and lacks capacity to respond to the risk of loss. Such documentation must include, without limitation, a certificate signed by a physician who is licensed to practice medicine in this State or who is employed by the Department of Veterans Affairs or a letter signed by any governmental agency in this State which conducts investigations indicating:

            (1) That the proposed ward is unable to respond to a substantial and immediate risk of financial loss;

            (2) Whether the proposed ward can live independently with or without assistance or services; and

            (3) Whether the proposed ward is or has been subjected to abuse, neglect or exploitation;

      (b) A detailed explanation of what risks the proposed ward faces, including, without limitation, termination of utilities or other services because of nonpayment, initiation of eviction or foreclosure proceedings, exploitation or loss of assets as the result of fraud, coercion or undue influence; and

      (c) Facts which show that:

            (1) The petitioner has tried in good faith to notify the persons entitled to notice pursuant to NRS 159.047 by telephone or in writing before the filing of the petition;

            (2) The proposed ward would be exposed to an immediate risk of financial loss if the petitioner were to provide notice to the persons entitled to notice pursuant to NRS 159.047 before the court determines whether to appoint a temporary guardian; or

            (3) Giving notice to the persons entitled to notice pursuant to NRS 159.047 is not feasible under the circumstances.

      2.  The court may appoint a temporary guardian to serve for 10 days if the court:

      (a) Finds reasonable cause to believe that the proposed ward is unable to respond to a substantial and immediate risk of financial loss; and

      (b) Is satisfied that the petitioner has tried in good faith to notify the persons entitled to notice pursuant to NRS 159.047 or that giving notice to those persons is not feasible under the circumstances, or determines that such notice is not required pursuant to subparagraph (2) of paragraph [(b)] (c) of subsection 1 . [; and

      (c) For a proposed ward who is an adult, finds that the petition required pursuant to subsection 1 is accompanied by:

            (1) A certificate signed by a physician who is licensed to practice in this State which states that the proposed ward is unable to respond to a substantial and immediate risk of financial loss; or

            (2) The affidavit of the petitioner which explains the reasons why the certificate described in subparagraph (1) is not immediately obtainable.]

      3.  Except as otherwise provided in subsection 4, after the appointment of a temporary guardian, the petitioner shall attempt in good faith to notify the persons entitled to notice pursuant to NRS 159.047, including, without limitation, notice of any hearing to extend the temporary guardianship.

 


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ê2009 Statutes of Nevada, Page 1654 (Chapter 359, SB 313)ê

 

limitation, notice of any hearing to extend the temporary guardianship. If the petitioner fails to make such an effort, the court may terminate the temporary guardianship.

      4.  If, before the appointment of a temporary guardian, the court determined that advance notice was not required pursuant to subparagraph (2) of paragraph [(b)] (c) of subsection 1, the petitioner shall notify the persons entitled to notice pursuant to NRS 159.047 without undue delay, but not later than 48 hours after the appointment of the temporary guardian or not later than 48 hours after the petitioner discovers the existence, identity and location of the persons entitled to notice pursuant to that section. If the petitioner fails to provide such notice, the court may terminate the temporary guardianship.

      5.  Not later than 10 days after the date of the appointment of a temporary guardian pursuant to subsection 2, the court shall hold a hearing to determine the need to extend the temporary guardianship. Except as otherwise provided in [subsections] subsection 7 , [and 8, if the proposed ward is a minor and the court finds by clear and convincing evidence that the proposed ward is unable to respond to a substantial and immediate risk of financial loss,] the court may extend the temporary guardianship until a general or special guardian is appointed [, but not for more than 30 days. Except as otherwise provided in subsection 7, if the proposed ward is an adult, the court may extend the temporary guardianship until a general or special guardian is appointed, but not for more than 30 days,] pursuant to subsection 8 if:

      (a) The [certificate required by subsection 2 has been filed and the] court finds by clear and convincing evidence that the proposed ward is unable to respond to a substantial and immediate risk of financial loss; [or] and

      (b) [The certificate required by subsection 2 has not been filed and the court finds by clear and convincing evidence that:

            (1) The proposed ward is unable to respond to a substantial and immediate risk of financial loss;

            (2) Circumstances have prevented the petitioner or temporary guardian from obtaining the certificate required pursuant to subsection 2; and

            (3)] The extension of the temporary guardianship is necessary and in the best interests of the proposed ward.

      6.  If the court appoints a temporary guardian or extends the temporary guardianship pursuant to this section, the court shall limit the powers of the temporary guardian to those necessary to respond to the substantial and immediate risk of financial loss [.] , specifically limiting the temporary guardian’s authority to take possession of, close or have access to any accounts of the ward or to sell or dispose of tangible personal property of the ward to only that authority as needed to provide for the ward’s basic living expenses until a general or special guardian can be appointed. The court may freeze any or all of the ward’s accounts to protect such accounts from loss.

      7.  The court may not extend a temporary guardianship pursuant to subsection 5 beyond the initial period of 10 days unless the petitioner demonstrates that:

      (a) The provisions of NRS 159.0475 have been satisfied; or

      (b) Notice by publication pursuant to N.R.C.P. 4(e) is currently being undertaken.

 


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      8.  [In addition to any other extension granted pursuant to this section, the] The court may extend the temporary guardianship, for good cause shown, for not more than two successive 60-day periods, except that the court shall not cause the temporary guardianship to continue longer than 5 months unless extraordinary circumstances are shown.

      Sec. 35.  NRS 159.059 is hereby amended to read as follows:

      159.059  Except as otherwise provided in NRS 159.0595, any qualified person or entity that the court finds suitable may serve as a guardian. A person is not qualified to serve as a guardian who:

      1.  Is an incompetent.

      2.  Is a minor.

      3.  Has been convicted of a felony relating to the position of a guardian, unless the court finds that it is in the best interests of the ward to appoint the convicted felon as the guardian of the ward.

      4.  Has been suspended for misconduct or disbarred from:

      (a) The practice of law;

      (b) The practice of accounting; or

      (c) Any other profession which:

            (1) Involves or may involve the management or sale of money, investments, securities or real property; and

            (2) Requires licensure in this State or any other state,

Ê during the period of the suspension or disbarment.

      5.  Is a nonresident of this State and:

      (a) [Is not a foreign guardian of a nonresident proposed ward pursuant to subsection 2 of NRS 159.049;

      (b)] Has not associated as a coguardian, a resident of this State or a banking corporation whose principal place of business is in this State; and

      [(c)] (b) Is not a petitioner in the guardianship proceeding.

      6.  Has been judicially determined, by clear and convincing evidence, to have committed abuse, neglect or exploitation of a child, spouse, parent or other adult, unless the court finds that it is in the best interests of the ward to appoint the person as the guardian of the ward.

      Sec. 36.  NRS 159.0595 is hereby amended to read as follows:

      159.0595  1.  A private professional guardian, if a person, must be qualified to serve as a guardian pursuant to NRS 159.059 and must be a [registered guardian or master guardian unless a hearing is held and the court finds that good cause exists to waive the requirement that the private professional guardian be a registered guardian or master] certified guardian.

      2.  A private professional guardian, if an entity, must be qualified to serve as a guardian pursuant to NRS 159.059 and must have a [registered guardian or master] certified guardian involved in the day-to-day operation or management of the entity . [unless a hearing is held and the court finds that good cause exists to waive the requirement that the private professional guardian have a registered guardian or master guardian involved in the day-to-day operation or management of the entity.]

      3.  As used in this section:

      (a) “Certified guardian” means a person who is certified by the Center for Guardianship Certification or any successor organization.

      (b) “Entity” includes, without limitation, a corporation, whether or not for profit, a limited-liability company and a partnership.

 


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      [(b) “Master guardian” means a person who is certified by the National Guardianship Foundation or any successor organization as a master guardian.]

      (c) “Person” means a natural person.

      [(d) “Registered guardian” means a person who is certified by the National Guardianship Foundation or any successor organization as a registered guardian.]

      Sec. 37.  NRS 159.0755 is hereby amended to read as follows:

      159.0755  If, at the time of the appointment of the guardian or thereafter, the estate of a ward consists of personal property having a value not exceeding by more than [$5,000] $10,000 the aggregate amount of unpaid expenses of administration of the guardianship estate and claims against the estate, the guardian of the estate, with prior approval of the court by order, may pay those expenses and claims from the estate and deliver all the remaining personal property to such person as the court may designate in the order, to be held, invested or used as ordered by the court. The recipient of the property so delivered shall give a receipt therefor to the guardian. The receipt is a release and acquittance to the guardian as to the property so delivered. The guardian shall file in the proceeding proper receipts or other evidence satisfactory to the court showing the delivery, and the guardian is released from his trust and his bond exonerated.

      Sec. 38.  NRS 159.076 is hereby amended to read as follows:

      159.076  1.  The court may grant a summary administration if, at any time, it appears to the court that after payment of all claims and expenses of the guardianship the value of the ward’s property does not exceed [$5,000.] $10,000.

      2.  If the court grants a summary administration, the court may:

      (a) Authorize the guardian of the estate or special guardian who is authorized to manage the ward’s property to convert the property to cash and sell any of the property, with or without notice, as the court may direct. After the payment of all claims and the expenses of the guardianship, the guardian shall deposit the money in savings accounts or invest the money as provided in NRS 159.117, and hold the investment and all interest, issues, dividends and profits for the benefit of the ward. The court may dispense with annual accountings and all other proceedings required by this chapter.

      (b) If the ward is a minor, terminate the guardianship of the estate and direct the guardian to deliver the ward’s property to the custodial parent or parents, guardian or custodian of the minor to hold, invest or use as the court may order.

      3.  Whether the court grants a summary administration at the time the guardianship is established or at any other time, the guardian shall file an inventory and record of value with the court.

      4.  If, at any time, the net value of the estate of the ward exceeds [$5,000:] $10,000:

      (a) The guardian shall file an amended inventory and accounting with the court;

      (b) The guardian shall file annual accountings; and

      (c) The court may require the guardian to post a bond.

      Sec. 39.  NRS 159.079 is hereby amended to read as follows:

      159.079  1.  Except as otherwise ordered by the court, a guardian of the person has the care, custody and control of the person of the ward, and has the authority and, subject to subsection 2, shall perform the duties necessary for the proper care, maintenance, education and support of the ward, including , without limitation, the following:

 


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ê2009 Statutes of Nevada, Page 1657 (Chapter 359, SB 313)ê

 

for the proper care, maintenance, education and support of the ward, including , without limitation, the following:

      (a) Supplying the ward with food, clothing, shelter and all incidental necessaries [.] , including locating an appropriate residence for the ward.

      (b) Authorizing medical, surgical, dental, psychiatric, psychological, hygienic or other remedial care and treatment for the ward.

      (c) Seeing that the ward is properly trained and educated and that the ward has the opportunity to learn a trade, occupation or profession.

      2.  In the performance of the duties enumerated in subsection 1 by a guardian of the person, due regard must be given to the extent of the estate of the ward. A guardian of the person is not required to incur expenses on behalf of the ward except to the extent that the estate of the ward is sufficient to reimburse the guardian.

      3.  A guardian of the person is the ward’s personal representative for purposes of the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, and any applicable regulations. The guardian of the person has authority to obtain information from any government agency, medical provider, business, creditor or third party who may have information pertaining to the ward’s health care or health insurance.

      4.  A guardian of the person may establish and change the residence of the ward at any place within this State without the permission of the court. The guardian shall select the least restrictive appropriate residence which is available and necessary to meet the needs of the ward and which is financially feasible.

      5.  A guardian of the person shall petition the court for an order authorizing the guardian to change the residence of the ward to a location outside of this State. The guardian must show that the placement outside of this State is in the best interest of the ward or that there is no appropriate residence available for the ward in this State. The court shall retain jurisdiction over the guardianship unless the guardian files for termination of the guardianship pursuant to NRS 159.1905 or 159.191 or the jurisdiction of the guardianship is transferred to the other state.

      6.  This section does not relieve a parent or other person of any duty required by law to provide for the care, support and maintenance of any dependent.

      Sec. 40.  NRS 159.0895 is hereby amended to read as follows:

      159.0895  1.  The guardian may retain assets for the anticipated expense of the ward’s funeral and the disposal of his remains. Of the amount so retained, [$1,500] $3,000 is exempt from all claims, including those of this state.

      2.  The guardian may place assets so retained in a pooled account or trust. If the assets are invested in a savings account or other financial account, they are not subject to disposition as unclaimed property during the lifetime of the ward.

      3.  Assets so retained may be disbursed for the ward’s funeral or the disposal of his remains without prior authorization of the court. An amount not so disbursed becomes part of the ward’s estate.

      Sec. 41.  NRS 159.113 is hereby amended to read as follows:

      159.113  1.  Before taking any of the following actions, the guardian of the estate shall petition the court for an order authorizing the guardian to:

      (a) Invest the property of the ward pursuant to NRS 159.117.

      (b) Continue the business of the ward pursuant to NRS 159.119.

 


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      (c) Borrow money for the ward pursuant to NRS 159.121.

      (d) Except as otherwise provided in NRS 159.079, enter into contracts for the ward or complete the performance of contracts of the ward pursuant to NRS 159.123.

      (e) Make gifts from the ward’s estate or make expenditures for the ward’s relatives pursuant to NRS 159.125.

      (f) Sell, lease or place in trust any property of the ward pursuant to NRS 159.127.

      (g) Exchange or partition the ward’s property pursuant to NRS 159.175.

      (h) Release the power of the ward as trustee, personal representative or custodian for a minor or guardian.

      (i) Exercise or release the power of the ward as a donee of a power of appointment.

      (j) [Change the state of residence or domicile of the ward.

      (k)] Exercise the right of the ward to take under or against a will.

      [(l)] (k) Transfer to a trust created by the ward any property unintentionally omitted from the trust.

      [(m)] (l) Submit a revocable trust to the jurisdiction of the court if:

            (1) The ward or the spouse of the ward, or both, are the grantors and sole beneficiaries of the income of the trust; or

            (2) The trust was created by the court.

      [(n)] (m) Pay any claim by the Department of Health and Human Services to recover benefits for Medicaid correctly paid to or on behalf of the ward.

      (n) Transfer money in a minor ward’s blocked account to the Nevada Higher Education Prepaid Tuition Trust Fund created pursuant to NRS 353B.140.

      2.  Before taking any of the following actions, unless the guardian has been otherwise ordered by the court to petition the court for permission to take specified actions or make specified decisions in addition to those described in subsection 1, the guardian may petition the court for an order authorizing the guardian to:

      (a) Obtain advice, instructions and approval of any other proposed act of the guardian relating to the ward’s property.

      (b) Take any other action which the guardian deems would be in the best interests of the ward.

      3.  The petition must be signed by the guardian and contain:

      (a) The name, age, residence and address of the ward.

      (b) A concise statement as to the condition of the ward’s estate.

      (c) A concise statement as to the advantage to the ward of or the necessity for the proposed action.

      (d) The terms and conditions of any proposed sale, lease, partition, trust, exchange or investment, and a specific description of any property involved.

      4.  Any of the matters set forth in subsection 1 may be consolidated in one petition, and the court may enter one order authorizing or directing the guardian to do one or more of those acts.

      5.  A petition filed pursuant to paragraphs (b) and (d) of subsection 1 may be consolidated in and filed with the petition for the appointment of the guardian, and if the guardian is appointed, the court may enter additional orders authorizing the guardian to continue the business of the ward, enter contracts for the ward or complete contracts of the ward.

 


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      Sec. 42.  NRS 159.115 is hereby amended to read as follows:

      159.115  1.  Upon the filing of any petition under NRS 159.078 or 159.113, or any account, notice must be given:

      (a) At least 10 days before the date set for the hearing, by mailing a copy of the notice by regular mail to the residence, office or post office address of each person required to be notified pursuant to subsection 3;

      (b) At least 10 days before the date set for the hearing, by personal service;

      (c) If the address or identity of the person is not known and cannot be ascertained with reasonable diligence, by publishing a copy of the notice in a newspaper of general circulation in the county where the hearing is to be held, the last publication of which must be published at least 10 days before the date set for the hearing; or

      (d) In any other manner ordered by the court, for good cause shown.

      2.  The notice must:

      (a) Give the name of the ward.

      (b) Give the name of the petitioner.

      (c) Give the date, time and place of the hearing.

      (d) State the nature of the petition.

      (e) Refer to the petition for further particulars, and notify all persons interested to appear at the time and place mentioned in the notice and show cause why the court order should not be made.

      3.  At least 10 days before the date set for the hearing, the petitioner shall cause a copy of the notice to be mailed to the following:

      (a) Any minor ward who is 14 years of age or older or the parent or legal guardian of any minor ward who is less than 14 years of age.

      (b) The spouse of the ward and other heirs of the ward who are related within the second degree of consanguinity so far as known to the petitioner.

      (c) The guardian of the person of the ward, if the guardian is not the petitioner.

      (d) Any person or care provider [having the care, custody or control of] who is providing care for the ward [.] , except that if the person or care provider is not related to the ward, such person or provider must not be given copies of any inventory or accounting.

      (e) Any office of the Department of Veterans Affairs in this State if the ward is receiving any payments or benefits through the Department of Veterans Affairs.

      (f) The Director of the Department of Health and Human Services if the ward has received or is receiving any benefits from Medicaid.

      (g) Any other interested person or his attorney who has filed a request for notice in the guardianship proceeding and served a copy of the request upon the guardian. The request for notice must state the interest of the person filing the request, and his name and address, or that of his attorney. If the notice so requests, copies of all petitions and accounts must be mailed to the interested person or his attorney.

      4.  An interested person who is entitled to notice pursuant to subsection 3 may, in writing, waive notice of the hearing of a petition.

      5.  Proof of giving notice must be:

      (a) Made on or before the date set for the hearing; and

      (b) Filed in the guardianship proceeding.

 


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ê2009 Statutes of Nevada, Page 1660 (Chapter 359, SB 313)ê

 

      Sec. 43.  NRS 159.117 is hereby amended to read as follows:

      159.117  1.  Upon approval of the court by order, a guardian of the estate may:

      (a) Invest the property of the ward, make loans and accept security therefor, in the manner and to the extent authorized by the court.

      (b) Exercise options of the ward to purchase or exchange securities or other property.

      2.  A guardian of the estate may, without securing the prior approval of the court, invest the property of the ward in the following:

      (a) Savings accounts in any bank, credit union or savings and loan association in this State, to the extent that the deposits are insured by the Federal Deposit Insurance Corporation, the National Credit Union Share Insurance Fund or a private insurer approved pursuant to NRS 678.755.

      (b) Interest-bearing obligations of or fully guaranteed by the United States.

      (c) Interest-bearing obligations of the United States Postal Service.

      (d) Interest-bearing obligations of the Federal National Mortgage Association.

      (e) Interest-bearing general obligations of this State.

      (f) Interest-bearing general obligations of any county, city or school district of this State.

      (g) Money market mutual funds which are invested only in those instruments listed in paragraphs (a) to (f), inclusive.

      3.  A guardian of the estate for two or more wards may invest the property of two or more of the wards in property in which each ward whose property is so invested has an undivided interest. The guardian shall keep a separate record showing the interest of each ward in the investment and in the income, profits or proceeds therefrom.

      4.  Upon approval of the court, for a period authorized by the court, a guardian of the estate may maintain the assets of the ward in the manner in which the ward had invested the assets before the ward’s incapacity.

      5.  A guardian of the estate may access or manage a guardianship account via the Internet on a secured website established by the bank, credit union or broker holding the account.

      Sec. 44.  NRS 159.123 is hereby amended to read as follows:

      159.123  If a ward for whom a guardian of the estate is appointed was, at the time of the appointment, a party to a contract which has not been fully performed, and which was made by the ward while not under any legal disability, the guardian of the estate, with prior approval of the court by order, may complete the performance of such contract. If such contract requires the conveyance of any real or personal property, or any interest in such property, the court may authorize the guardian to convey the interest and estate of the ward in the property, and the effect of such conveyance shall be the same as though made by the ward while not under legal disability. If the contract requires a sale, no notice of sale is required under this section unless otherwise ordered by the court.

      Sec. 45.  NRS 159.134 is hereby amended to read as follows:

      159.134  1.  All sales of real property of a ward must be:

      (a) Reported to the court; and

      (b) Confirmed by the court before the title to the real property passes to the purchaser.

 


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      2.  The report and a petition for confirmation of the sale must be filed with the court not later than 30 days after the date of each sale.

      3.  The court shall set the date of the hearing and give notice of the hearing in the manner required pursuant to NRS 159.115 or as the court may order.

      4.  An interested person may file written objections to the confirmation of the sale. If such objections are filed, the court shall conduct a hearing regarding those objections during which the interested person may offer witnesses in support of the objections.

      5.  Before the court confirms a sale, the court must find that notice of the sale was given in the manner required pursuant to NRS 159.1425, 159.1435 and 159.144 [.] , unless the sale was exempt from notice pursuant to NRS 159.123.

      Sec. 46.  NRS 159.1425 is hereby amended to read as follows:

      159.1425  1.  Except as otherwise provided in this section and except for a sale pursuant to NRS 159.123 or 159.142, a guardian may sell the real property of a ward only after notice of the sale is published in:

      (a) A newspaper that is published in the county in which the property, or some portion of the property, is located; or

      (b) If a newspaper is not published in that county:

            (1) In a newspaper of general circulation in the county; or

            (2) In such other newspaper as the court orders.

      2.  Except as otherwise provided in this section and except for a sale of real property pursuant to NRS 159.123 or 159.142:

      (a) The notice of a public auction for the sale of real property must be published not less than three times before the date of the sale, over a period of 14 days and 7 days apart.

      (b) The notice of a private sale must be published not less than three times before the date on which offers will be accepted, over a period of 14 days and 7 days apart.

      3.  For good cause shown, the court may order fewer publications and shorten the time of notice, but must not shorten the time of notice to less than 8 days.

      4.  The court may waive the requirement of publication pursuant to this section if:

      (a) The guardian is the sole devisee or heir of the estate; or

      (b) All devisees or heirs of the estate consent to the waiver in writing.

      5.  Publication for the sale of real property is not required pursuant to this section if the property to be sold is reasonably believed to have a value of [$5,000] $10,000 or less. In lieu of publication, the guardian shall post notice of the sale in three of the most public places in the county in which the property, or some portion of the property, is located for at least 14 days before:

      (a) The date of the sale at public auction; or

      (b) The date on which offers will be accepted for a private sale.

      6.  Any notice published or posted pursuant to this section must include, without limitation:

      (a) For a public auction:

            (1) A description of the real property which reasonably identifies the property to be sold; and

            (2) The date, time and location of the auction.

 


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      (b) For a private sale:

            (1) A description of the real property which reasonably identifies the property to be sold; and

            (2) The date, time and location that offers will be accepted.

      Sec. 47.  NRS 159.1435 is hereby amended to read as follows:

      159.1435  1.  Except for a sale pursuant to NRS 159.123 or 159.142, a public auction for the sale of real property must be held:

      (a) In the county in which the property is located or, if the real property is located in two or more counties, in either county;

      (b) Between the hours of 9 a.m. and 5 p.m.; and

      (c) On the date specified in the notice, unless the sale is postponed.

      2.  If, on or before the date and time set for the public auction, the guardian determines that the auction should be postponed:

      (a) The auction may be postponed for not more than 3 months after the date first set for the auction; and

      (b) Notice of the postponement must be given by a public declaration at the place first set for the sale on the date and time that was set for the sale.

      Sec. 48.  NRS 159.144 is hereby amended to read as follows:

      159.144  1.  Except for the sale of real property pursuant to NRS 159.123 or 159.142, a sale of real property of a guardianship estate at a private sale:

      (a) Must not occur before the date stated in the notice.

      (b) Except as otherwise provided in this paragraph, must not occur sooner than 14 days after the date of the first publication or posting of the notice. For good cause shown, the court may shorten the time in which the sale may occur to not sooner than 8 days after the date of the first publication or posting of the notice. If the court so orders, the notice of the sale and the sale may be made to correspond with the court order.

      (c) Must occur not later than 1 year after the date stated in the notice.

      2.  The offers made in a private sale:

      (a) Must be in writing; and

      (b) May be delivered to the place designated in the notice or to the guardian at any time:

            (1) After the date of the first publication or posting of the notice; and

            (2) Before the date on which the sale is to occur.

      Sec. 49.  NRS 159.1455 is hereby amended to read as follows:

      159.1455  1.  Except as otherwise provided in subsection 2, the court shall not confirm a sale of real property of a guardianship estate at a private sale unless:

      (a) The court is satisfied that the amount offered represents the fair market value of the property to be sold; and

      (b) [The] Except for a sale of real property pursuant to NRS 159.123, the real property has been appraised within 1 year before the date of the sale. If the real property has not been appraised within this period, a new appraisal must be conducted pursuant to NRS 159.086 and 159.0865 at any time before the sale or confirmation by the court of the sale.

      2.  The court may waive the requirement of an appraisal and allow the guardian to rely on the assessed value of the real property for purposes of taxation in obtaining confirmation by the court of the sale.

 


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ê2009 Statutes of Nevada, Page 1663 (Chapter 359, SB 313)ê

 

      Sec. 50.  (Deleted by amendment.)

      Sec. 51.  NRS 159.1535 is hereby amended to read as follows:

      159.1535  1.  Except as otherwise provided in NRS 159.1515 and 159.152, a guardian may sell the personal property of the ward only after notice of the sale is published in:

      (a) A newspaper that is published in the county in which the property, or some portion of the property, is located; or

      (b) If a newspaper is not published in that county:

            (1) In a newspaper of general circulation in the county; or

            (2) In such other newspaper as the court orders.

      2.  Except as otherwise provided in this section:

      (a) The notice of a public sale must be published not less than three times before the date of the sale, over a period of 14 days and 7 days apart.

      (b) The notice of a private sale must be published not less than three times before the date on which offers will be accepted, over a period of 14 days and 7 days apart.

      3.  For good cause shown, the court may order fewer publications and shorten the time of notice, but must not shorten the time of notice to less than 8 days.

      4.  The notice must include, without limitation:

      (a) For a public sale:

            (1) A description of the personal property to be sold; and

            (2) The date, time and location of the sale.

      (b) For a private sale:

            (1) A description of the personal property to be sold; and

            (2) The date, time and location that offers will be accepted.

      (c) For a sale on an appropriate auction website on the Internet:

            (1) A description of the personal property to be sold;

            (2) The date the personal property will be listed; and

            (3) The Internet address of the website on which the sale will be posted.

      Sec. 52.  NRS 159.154 is hereby amended to read as follows:

      159.154  1.  The guardian may sell the personal property of a ward by public sale at:

      (a) The residence of the ward; or

      (b) [The courthouse door; or

      (c)] Any other location designated by the guardian.

      2.  The guardian may sell the personal property by public sale only if the property is made available for inspection at the time of the sale [, unless the court orders otherwise.] or photographs of the personal property are posted on an appropriate auction website on the Internet.

      3.  Personal property may be sold at a public or private sale for cash or upon credit.

      Secs. 53 and 54.  (Deleted by amendment.)

      Sec. 55.  NRS 120A.500 is hereby amended to read as follows:

      120A.500  1.  [Property] Except as otherwise provided in subsection 6, property is presumed abandoned if it is unclaimed by the apparent owner during the time set forth below for the particular property:

      (a) A traveler’s check, 15 years after issuance;

      (b) A money order, 7 years after issuance;

      (c) Any stock or other equity interest in a business association or financial organization, including a security entitlement under NRS 104.8101 to 104.8511, inclusive, 3 years after the earlier of the date of the most recent dividend, stock split or other distribution unclaimed by the apparent owner, or the date of the second mailing of a statement of account or other notification or communication that was returned as undeliverable or after the holder discontinued mailings, notifications or communications to the apparent owner;

 


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to 104.8511, inclusive, 3 years after the earlier of the date of the most recent dividend, stock split or other distribution unclaimed by the apparent owner, or the date of the second mailing of a statement of account or other notification or communication that was returned as undeliverable or after the holder discontinued mailings, notifications or communications to the apparent owner;

      (d) Any debt of a business association or financial organization, other than a bearer bond or an original issue discount bond, 3 years after the date of the most recent interest payment unclaimed by the apparent owner;

      (e) A demand, savings or time deposit, including a deposit that is automatically renewable, 3 years after the earlier of maturity or the date of the last indication by the owner of interest in the property, but a deposit that is automatically renewable is deemed matured for purposes of this section upon its initial date of maturity, unless the owner has consented to a renewal at or about the time of the renewal and the consent is in writing or is evidenced by a memorandum or other record on file with the holder;

      (f) Except as otherwise provided in NRS 120A.520, any money or credits owed to a customer as a result of a retail business transaction, 3 years after the obligation accrued;

      (g) Any amount owed by an insurer on a life or endowment insurance policy or an annuity that has matured or terminated, 3 years after the obligation to pay arose or, in the case of a policy or annuity payable upon proof of death, 3 years after the insured has attained, or would have attained if living, the limiting age under the mortality table on which the reserve is based;

      (h) Any property distributable by a business association or financial organization in a course of dissolution, 1 year after the property becomes distributable;

      (i) Any property received by a court as proceeds of a class action and not distributed pursuant to the judgment, 1 year after the distribution date;

      (j) Except as otherwise provided in NRS 607.170 and 703.375, any property held by a court, government, governmental subdivision, agency or instrumentality, 1 year after the property becomes distributable;

      (k) Any wages or other compensation for personal services, 1 year after the compensation becomes payable;

      (l) A deposit or refund owed to a subscriber by a utility, 1 year after the deposit or refund becomes payable;

      (m) Any property in an individual retirement account, defined benefit plan or other account or plan that is qualified for tax deferral under the income tax laws of the United States, 3 years after the earliest of the date of the distribution or attempted distribution of the property, the date of the required distribution as stated in the plan or trust agreement governing the plan or the date, if determinable by the holder, specified in the income tax laws of the United States by which distribution of the property must begin in order to avoid a tax penalty; and

      (n) All other property, 3 years after the owner’s right to demand the property or after the obligation to pay or distribute the property arises, whichever first occurs.

      2.  At the time that an interest is presumed abandoned under subsection 1, any other property right accrued or accruing to the owner as a result of the interest, and not previously presumed abandoned, is also presumed abandoned.

 


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ê2009 Statutes of Nevada, Page 1665 (Chapter 359, SB 313)ê

 

      3.  Property is unclaimed if, for the applicable period set forth in subsection 1, the apparent owner has not communicated, in writing or by other means reflected in a contemporaneous record prepared by or on behalf of the holder, with the holder concerning the property or the account in which the property is held and has not otherwise indicated an interest in the property. A communication with an owner by a person other than the holder or its representative who has not in writing identified the property to the owner is not an indication of interest in the property by the owner.

      4.  An indication of an owner’s interest in property includes:

      (a) The presentment of a check or other instrument of payment of a dividend or other distribution made with respect to an account or underlying stock or other interest in a business association or financial organization or, in the case of a distribution made by electronic or similar means, evidence that the distribution has been received;

      (b) Owner-directed activity in the account in which the property is held, including a direction by the owner to increase, decrease or change the amount or type of property held in the account;

      (c) The making of a deposit to or withdrawal from a bank account; and

      (d) The payment of a premium with respect to a property interest in an insurance policy, but the application of an automatic premium loan provision or other nonforfeiture provision contained in an insurance policy does not prevent a policy from maturing or terminating if the insured has died or the insured or the beneficiary of the policy has otherwise become entitled to the proceeds before the depletion of the cash surrender value of a policy by the application of those provisions.

      5.  Property is payable or distributable for purposes of this chapter notwithstanding the owner’s failure to make demand or present an instrument or document otherwise required to obtain payment.

      6.  The following property clearly designated as such must not be presumed abandoned because of inactivity or failure to make a demand:

      (a) An account or asset managed through a guardianship;

      (b) An account blocked at the direction of a court;

      (c) A trust account established to address a special need;

      (d) A qualified income trust account;

      (e) A trust account established for tuition purposes;

      (f) A trust account established on behalf of a client; and

      (g) An account or fund established to meet the costs of burial.

      Sec. 56.  NRS 143.020 is hereby amended to read as follows:

      143.020  Except as otherwise provided in NRS 143.030 and 146.010, a personal representative has a right to the possession of all the real, as well as personal, property of the decedent and may receive the rents and profits of the property until the estate is settled, or until delivered over by order of the court to the heirs or devisees, and shall make a reasonable effort to keep in good tenantable repair all houses, buildings and appurtenances thereon which are under the control of the personal representative.

      Sec. 57.  NRS 143.030 is hereby amended to read as follows:

      143.030  1.  A personal representative shall take into possession all the estate of the decedent, real and personal, except that exempted as provided in this title, and shall collect all receivables due the decedent or the estate.

      2.  For the purpose of bringing actions to quiet title or for partition of the estate, the possession of the personal representative shall be deemed the possession of the heirs or devisees.

 


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possession of the heirs or devisees. The possession of heirs or devisees is subject, however, to the possession of the personal representative for all other purposes.

      3.  A personal representative shall not take into possession any assets held by a guardian of the decedent pursuant to chapter 159 of NRS until the guardianship is terminated according to the provisions of NRS 159.1905 or 159.191 and the guardian is ordered to distribute the assets to the personal representative.

      Sec. 58.  NRS 428.070 is hereby amended to read as follows:

      428.070  1.  The father [,] or mother [, children, brothers or sisters,] of sufficient financial ability so to do [,] shall pay to the county which has extended county hospitalization to any [person] natural child under the provisions of NRS 428.030 [,] the amount granted to such [person.] natural child.

      2.  The child of a natural parent receiving county hospitalization pursuant to NRS 428.030 is not liable for the amount paid by the county for that parent, except where the natural child promised to support his natural parent in writing, has access to and control of his natural parent’s assets or income and has sufficient financial ability to support his natural parent.

      3.  A recipient of aid under the provisions of NRS 428.030 who later acquires sufficient financial ability so to do shall reimburse the county which extended county hospitalization to him for any unpaid portion of the aid granted. Action against the relatives of such person is not a condition precedent to action against him.

      [3.] 4.  The father, mother or child of sufficient financial ability, as appropriate, shall pay to the county the amount the county paid for the burial, entombment or cremation of a natural child or a natural parent.

      5.  The board of county commissioners shall advise the Attorney General of the failure of a responsible person to pay such amount and the Attorney General shall cause appropriate legal action to be taken to enforce the collection of all or part of such amount. If suit is filed to enforce the collection, the court shall determine the question of the sufficiency of the financial ability of the person against whom such action is filed, but the board of county commissioners shall determine the responsible person to be sued, and failure of an action against one such person shall not preclude subsequent or concurrent actions against others.

      6.  In determining the amount to be ordered for support pursuant to subsections 2 and 4, the court shall consider the circumstances of each party, including:

      (a) The earning capacity and needs of each party;

      (b) The obligations and assets of each party;

      (c) The age and health of each party;

      (d) The relationship between the parties; and

      (e) Any other factor which the court deems just and equitable.

      Sec. 59.  NRS 433.504 is hereby amended to read as follows:

      433.504  1.  A client or his legal guardian must be:

      (a) Permitted to inspect [his] the client’s records; and

      (b) Informed of [his] the client’s clinical status and progress at reasonable intervals of no longer than 3 months in a manner appropriate to his clinical condition.

 


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ê2009 Statutes of Nevada, Page 1667 (Chapter 359, SB 313)ê

 

      2.  Unless a psychiatrist has made a specific entry to the contrary in a client’s records, a client or his legal guardian is entitled to obtain a copy of his records at any time upon notice to the administrative officer of the facility and payment of the cost of reproducing the records.

      Sec. 60.  NRS 433A.190 is hereby amended to read as follows:

      433A.190  Within 24 hours of a person’s admission under emergency admission, the administrative officer of a public or private mental health facility shall give notice of such admission in person, by telephone or facsimile and by certified mail to the spouse or legal guardian of that person.

      Sec. 61.  NRS 433A.220 is hereby amended to read as follows:

      433A.220  1.  Immediately after he receives any petition filed pursuant to NRS 433A.200 or 433A.210, the clerk of the district court shall transmit the petition to the appropriate district judge, who shall set a time, date and place for its hearing. The date must be within 5 judicial days after the date on which the petition is received by the clerk.

      2.  The court shall give notice of the petition and of the time, date and place of any proceedings thereon to the subject of the petition, his attorney, if known, the person’s legal guardian, the petitioner, the district attorney of the county in which the court has its principal office, the local office of an agency or organization that receives money from the Federal Government pursuant to 42 U.S.C. §§ 10801 et seq., to protect and advocate the rights of persons with mental illness and the administrative office of any public or private mental health facility in which the subject of the petition is detained.

      3.  The provisions of this section do not preclude a facility from discharging a person before the time set pursuant to this section for the hearing concerning the person, if appropriate. If the person has a legal guardian, the facility shall notify the guardian prior to discharging the person from the facility. The guardian has discretion to determine where the person will be released, taking into consideration any discharge plan proposed by the facility assessment team. If the guardian does not inform the facility as to where the person will be released within 3 days after the date of notification, the facility shall discharge the person according to its proposed discharge plan.

      Sec. 62.  NRS 433A.380 is hereby amended to read as follows:

      433A.380  1.  Except as otherwise provided in subsection 4, any person involuntarily admitted by a court may be conditionally released from a public or private mental health facility when, in the judgment of the medical director of the facility, the conditional release is in the best interest of the person and will not be detrimental to the public welfare. The medical director or his designee of the facility shall prescribe the period for which the conditional release is effective. The period must not extend beyond the last day of the court-ordered period of treatment pursuant to NRS 433A.310. If the person has a legal guardian, the facility shall notify the guardian before discharging the person from the facility. The guardian has discretion to determine where the person will be released, taking into consideration any discharge plan proposed by the facility assessment team. If the guardian does not inform the facility as to where the person will be released within 3 days after the date of notification, the facility shall discharge the person according to its proposed discharge plan.

 


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      2.  When a person is conditionally released pursuant to subsection 1, the State or any of its agents or employees are not liable for any debts or contractual obligations, medical or otherwise, incurred or damages caused by the actions of the person.

      3.  When a person who has been adjudicated by a court to be incompetent is conditionally released from a mental health facility, the administrative officer of the mental health facility shall petition the court for restoration of full civil and legal rights as deemed necessary to facilitate the incompetent person’s rehabilitation. If the person has a legal guardian, the petition must be filed with the court having jurisdiction over the guardianship.

      4.  A person who was involuntarily admitted by a court because he was likely to harm others if allowed to remain at liberty may be conditionally released only if, at the time of the release, written notice is given to the court which admitted him , to the person’s legal guardian and to the district attorney of the county in which the proceedings for admission were held.

      5.  Except as otherwise provided in subsection 7, the administrative officer of a public or private mental health facility or his designee shall order a person who is conditionally released from that facility pursuant to this section to return to the facility if a psychiatrist and a member of that person’s treatment team who is professionally qualified in the field of psychiatric mental health determine, pursuant to NRS 433A.115, that the conditional release is no longer appropriate because that person presents a clear and present danger of harm to himself or others. Except as otherwise provided in this subsection, the administrative officer or his designee shall, at least 3 days before the issuance of the order to return, give written notice of the order to the court that admitted the person to the facility [.] and to the person’s legal guardian. If an emergency exists in which the person presents an imminent threat of danger of harm to himself or others, the order must be submitted to the court and the legal guardian not later than 1 business day after the order is issued.

      6.  The court shall review an order submitted pursuant to subsection 5 and the current condition of the person who was ordered to return to the facility at its next regularly scheduled hearing for the review of petitions for involuntary court-ordered admissions, but in no event later than 5 judicial days after the person is returned to the facility. The administrative officer or his designee shall give written notice to the person who was ordered to return to the facility , to the person’s legal guardian and to his attorney, if known, of the time, date and place of the hearing and of the facts necessitating that person’s return to the facility.

      7.  The provisions of subsection 5 do not apply if the period of conditional release has expired.

      Sec. 63.  NRS 433A.390 is hereby amended to read as follows:

      433A.390  1.  When a client, involuntarily admitted to a mental health facility by court order, is released at the end of the time specified pursuant to NRS 433A.310, written notice must be given to the admitting court and to the client’s legal guardian at least 10 days before the release of the client. The client may then be released without requiring further orders of the court. If the client has a legal guardian, the facility shall notify the guardian before discharging the client from the facility. The guardian has discretion to determine where the client will be released, taking into consideration any discharge plan proposed by the facility assessment team. If the guardian does not inform the facility as to where the client will be released within 3 days after the date of notification, the facility shall discharge the client according to its proposed discharge plan.

 


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guardian does not inform the facility as to where the client will be released within 3 days after the date of notification, the facility shall discharge the client according to its proposed discharge plan.

      2.  An involuntarily court-admitted client may be unconditionally released before the period specified in NRS 433A.310 when:

      (a) An evaluation team established under NRS 433A.250 or two persons professionally qualified in the field of psychiatric mental health, at least one of them being a physician, determines that the client has recovered from his mental illness or has improved to such an extent that he is no longer considered to present a clear and present danger of harm to himself or others; and

      (b) Under advisement from the evaluation team or two persons professionally qualified in the field of psychiatric mental health, at least one of them being a physician, the medical director of the mental health facility authorizes the release and gives written notice to the admitting court and to the client’s legal guardian at least 10 days before the release of the client. If the client has a legal guardian, the facility shall notify the guardian before discharging the client from the facility. The guardian has discretion to determine where the client will be released, taking into consideration any discharge plan proposed by the facility assessment team. If the guardian does not inform the facility as to where the client will be released within 3 days after the date of notification, the facility shall discharge the client according to its proposed discharge plan.

      Sec. 64.  NRS 433A.400 is hereby amended to read as follows:

      433A.400  1.  An indigent resident of this state discharged as having recovered from his mental illness, but having a residual medical or surgical disability which prevents him from obtaining or holding remunerative employment, [shall] must be returned to the county of his last residence [.] , except as otherwise provided pursuant to subsection 2. A nonresident indigent with such disabilities [shall] must be returned to the county from which he was involuntarily court-admitted [.] , except as otherwise provided in subsection 2. The administrative officer of the mental health facility shall first give notice in writing, not less than 10 days [prior to] before discharge, to the board of county commissioners of the county to which the person will be returned [.] and to the person’s legal guardian.

      2.  Delivery of the indigent [resident defined in subsection 1 shall] person must be made to an individual or agency authorized to provide further care. If the person has a legal guardian, the facility shall notify the guardian before discharging the person from the facility. The guardian has discretion to determine where the person will be released, taking into consideration any discharge plan proposed by the facility assessment team. If the guardian does not inform the facility as to where the person will be released within 3 days after the date of notification, the facility shall discharge the person according to its proposed discharge plan.

      3.  This section does not authorize the release of any person held upon an order of a court or judge having criminal jurisdiction arising out of a criminal offense.

      Sec. 65.  NRS 159.0365 is hereby repealed.

      Sec. 66.  (Deleted by amendment.)

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ê2009 Statutes of Nevada, Page 1670ê

 

CHAPTER 360, SB 333

Senate Bill No. 333–Committee on Judiciary

 

CHAPTER 360

 

AN ACT relating to real property; revising certain provisions governing encumbrances that secure future advances of principal; and providing other matters properly relating thereto.

 

[Approved: May 29, 2009]

 

Legislative Counsel’s Digest:

      Existing law authorizes a borrower to terminate the operation of a mortgage, deed of trust or other instrument encumbering real property as security for future advances of principal by sending written notice to the lender. (NRS 106.380) This bill revises the procedure for a lender to record a statement regarding such a termination and sets forth the procedure for a lender to provide an address for the purpose of receiving such termination notices that is different from any address that is listed for the lender in the mortgage, deed of trust or other instrument.

 

THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN

SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:

 

      Section 1.  NRS 106.380 is hereby amended to read as follows:

      106.380  1.  [The] A borrower may at any time personally deliver or send by certified mail, return receipt requested, [a] written notice to the lender stating that the borrower elects to terminate the operation of [the] an instrument as security for future advances of principal made after the [date of receipt of the notice by the lender.] lender receives the notice. The notice:

      (a) Must be delivered or sent to the lender at each address provided for the lender in the instrument or, if applicable, at each address provided for the lender in a document which is effective pursuant to subsection 5; and

      (b) Does not become effective until it is received by the lender.

      2.  Within 4 [working] business days after [receipt of] receiving the notice, the lender must record in the office of the county recorder [of the county where the original] in which the instrument was recorded a statement [which:] that:

      (a) [Refers] Expressly refers to the [original] instrument [;] by:

            (1) The date on which the instrument was recorded in the office of the county recorder; and

            (2) The book, page and document number, as applicable, of the instrument as recorded;

      (b) Contains the legal description of the encumbered real property;

      (c) [States] Affirms that the notice given pursuant to subsection 1 was received by the lender, [with] and identifies the date of that receipt; and

      (d) [States the total] Separately sets forth:

            (1) The amount of principal owed [on the date of receipt of the notice on account of all outstanding debts and obligations] that is secured by the instrument; and

      [(e) States the total amount of]

            (2) The outstanding interest accrued on [the outstanding debts and obligations] the principal described in subparagraph (1) as of the date the statement of the lender is recorded.

 


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      3.  If the lender does not record the statement [pursuant to] required by subsection 2 within [4 working days,] the period set forth in subsection 2, the borrower may record a similar statement . [and that] The borrower’s statement has the same effect [.] as the lender’s statement would have had if the lender had recorded the statement required by subsection 2.

      4.  If a lender wishes to receive notices pursuant to this section at an address other than the address for the lender provided in the instrument, if any, the lender must:

      (a) Record, in the office of the county recorder in which the instrument was recorded, a document entitled “Change of Notice Address” that includes, without limitation, the address at which the lender wishes to receive notices pursuant to this section; and

      (b) Personally deliver or send by certified mail, return receipt requested, a copy of the document to the borrower at each address provided for the borrower in the instrument, if any.

      5.  A document recorded pursuant to subsection 4 does not become effective until it is received by the borrower.

________

 

CHAPTER 361, SB 350

Senate Bill No. 350–Committee on Judiciary

 

CHAPTER 361

 

AN ACT relating to business associations; clarifying that an attorney who is a registered agent is not required to report certain privileged information under certain circumstances; increasing the fine imposed on certain foreign business entities that transact business in this State without qualifying to do business in this State; imposing a fine on persons purporting to do business in this State as a business entity without legally forming that entity; making various technical corrections to various provisions relating to business associations; revising the provisions relating to dissenters’ rights; revising the provisions relating to the maintenance of certain lists by certain business associations; revising the provisions relating to the proper venue for the posting of certain notices and the filing of certain actions and for certain other purposes; establishing provisions relating to restricted limited-liability companies and restricted limited partnerships; making various other changes to the provisions relating to business associations; and providing other matters properly relating thereto.

 

[Approved: May 29, 2009]

 

Legislative Counsel’s Digest:

      Existing law requires a registered agent to notify the Commissioner of Financial Institutions if the registered agent determines that a represented entity is not properly licensed. (NRS 77.410, 604A.710, 675.380) Sections 1, 81 and 82 of this bill clarify that a registered agent who is an attorney is not required to make such a notification if doing so would violate the attorney-client privilege.

 


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ê2009 Statutes of Nevada, Page 1672 (Chapter 361, SB 350)ê

 

      Sections 16, 36.1, 48.5, 55.5 and 56.4 of this bill: (1) increase from $500 to a minimum of $1,000 and a maximum of $10,000 the fine imposed on certain foreign business entities that transact business in this State without registering with the Secretary of State or otherwise qualifying to do business in this State; and (2) allow the district attorney or Attorney General to recover the cost of a proceeding to recover the fine if the district attorney or Attorney General prevails in the proceeding. (NRS 80.055, 86.548, 87A.610, 88.600, 88A.750) Sections 17.6, 36.6, 39.7 and 49.8 of this bill impose the same fine on foreign nonprofit corporations, foreign registered limited-liability partnerships and foreign limited-liability limited partnerships that do business in this State without registering with the Secretary of State.

      Sections 1.5, 27.5, 36.4, 39.3, 39.5, 49.4, 49.6, 56.2 and 56.6 of this bill provide that: (1) a person is subject to a fine of not more than $1,000 but not less than $10,000 if the person is purporting to do business in this State as a business entity and willfully fails or neglects to register with the Secretary of State or file with the Secretary of State certain documents; and (2) the district attorney or Attorney General may recover the cost of a proceeding to recover the fine if the district attorney or Attorney General prevails in the proceeding.

      Sections 2-14 of this bill make technical corrections to various provisions relating to corporations. (Chapter 78 of NRS)

      Existing law provides that certain notices for certain purposes must be posted and certain actions must be filed in certain counties where the principal office of the entity is located or, if the principal office is not located in this State, in the district court in Carson City. (NRS 78.275, 78.345, 78.630, 82.306, 82.471, 82.486) Sections 7, 8, 15, 19, 21 and 22 of this bill provide that instead of the proper venue being the district court in Carson City, the proper venue will lie in the county in which the entity’s registered office is located.

      Sections 26 and 27 of this bill provide for the formation of a restricted limited-liability company and prescribe the requirements pertaining to such entities. (Chapter 86 of NRS)

      Sections 28 and 33 of this bill provide for certain rights of members relating to recordkeeping and the inspection of certain records.

      Sections 38, 39 and 49.2 of this bill provide for the formation of a restricted limited partnership and prescribe the requirements pertaining to such entities. (Chapters 87A and 88 of NRS)

      Sections 57 and 58 of this bill revise the provisions relating to professional organizations to permit ownership of such entities if at least one stockholder or member is admitted to the State Bar of Nevada. (NRS 89.040, 89.070)

      Sections 59-78 of this bill make various changes relating to dissenters’ rights, in accordance with recent changes that were made to the Model Business Corporation Act. (Chapter 92A of NRS)

 

THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN

SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:

 

      Section 1.  NRS 77.410 is hereby amended to read as follows:

      77.410  1.  If a registered agent knows or reasonably should know that the entity for which he is the registered agent engages in any business activity that is regulated pursuant to chapter 604A or 675 of NRS and the registered agent or a subsidiary or affiliate of the registered agent performs any service for the represented entity other than:

      (a) Delivering documents for filing to state or local governmental entities;

      (b) Forwarding unopened mail;

      (c) Any service described in NRS 77.400;

 


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ê2009 Statutes of Nevada, Page 1673 (Chapter 361, SB 350)ê

 

      (d) Accounting services incidental to the formation of the entity for which he serves as registered agent provided in accordance with chapter 628 of NRS; or

      (e) Legal services incidental to the formation of the entity for which he serves as registered agent if he is an attorney who is licensed to practice law in this State or performs such services under the supervision of an attorney who is licensed to practice law in this State,

Ê the registered agent shall verify with the Division of Financial Institutions of the Department of Business and Industry that the represented entity is licensed pursuant to chapter 604A or 675 of NRS, as applicable.

      2.  [If] Except as otherwise provided in this subsection, if a registered agent determines pursuant to subsection 1 that the represented entity is not licensed as required pursuant to chapter 604A or 675 of NRS, the registered agent shall notify the Commissioner of Financial Institutions. This subsection does not require a registered agent who is an attorney to notify the Commissioner if doing so would violate any privilege pursuant to NRS 49.035 to 49.115, inclusive, or the Nevada Rules of Professional Conduct.

      3.  A registered agent who accepts an appointment to act as the registered agent for a represented entity whom the registered agent knows or reasonably should know engages in business activities which are regulated pursuant to chapter 604A or 675 of NRS shall not perform any financial transactions on behalf of the represented entity in his capacity as registered agent.

      Sec. 1.5.  Chapter 78 of NRS is hereby amended by adding thereto a new section to read as follows:

      1.  Every person, other than a corporation organized and existing pursuant to the laws of another state, territory, the District of Columbia, a possession of the United States or a foreign country, who is purporting to do business in this State as a corporation and who willfully fails or neglects to file with the Secretary of State articles of incorporation is subject to a fine of not less than $1,000 but not more than $10,000, to be recovered in a court of competent jurisdiction.

      2.  When the Secretary of State is advised that a person is subject to the fine described in subsection 1, he may, as soon as practicable, instruct the district attorney of the county in which the person’s principal place of business is located or the Attorney General, or both, to institute proceedings to recover the fine. If the district attorney or the Attorney General prevails in a proceeding to recover the fine described in subsection 1, the district attorney or the Attorney General is entitled to recover the costs of the proceeding, including, without limitation, the cost of any investigation and reasonable attorney’s fees.

      3.  The Secretary of State may adopt regulations to administer the provisions of this section.

      Sec. 2.  NRS 78.130 is hereby amended to read as follows:

      78.130  1.  Every corporation must have a president, a secretary and a treasurer [.] , or the equivalent thereof.

      2.  Every corporation may also have one or more vice presidents, assistant secretaries and assistant treasurers, and such other officers and agents as may be deemed necessary.

      3.  All officers must be natural persons and must be chosen in such manner, hold their offices for such terms and have such powers and duties as may be prescribed by the bylaws or determined by the board of directors.

 


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may be prescribed by the bylaws or determined by the board of directors. Any natural person may hold two or more offices.

      4.  An officer holds office after the expiration of his term until a successor is chosen or until his resignation or removal before the expiration of his term. A failure to elect officers does not require the corporation to be dissolved. Any vacancy occurring in an office of the corporation by death, resignation, removal or otherwise, must be filled as the bylaws provide, or in the absence of such a provision, by the board of directors.

      Sec. 3.  NRS 78.139 is hereby amended to read as follows:

      78.139  1.  Except as otherwise provided in subsection 2 or the articles of incorporation, directors and officers confronted with a change or potential change in control of the corporation have:

      (a) The duties imposed upon them by subsection 1 of NRS 78.138; and

      (b) The benefit of the presumptions established by subsection 3 of that section.

      2.  If directors and officers take action to resist a change or potential change in control of a corporation which impedes the exercise of the right of stockholders to vote for or remove directors:

      (a) The directors must have reasonable grounds to believe that a threat to corporate policy and effectiveness exists; and

      (b) The action taken which impedes the exercise of the stockholders’ rights must be reasonable in relation to that threat.

Ê If those facts are found, the directors and officers have the benefit of the presumption established by subsection 3 of NRS 78.138.

      3.  The provisions of subsection 2 do not apply to:

      (a) Actions that only affect the time of the exercise of stockholders’ voting rights; or

      (b) The adoption or [execution] signing of plans, arrangements or instruments that deny rights, privileges, power or authority to a holder of a specified number or fraction of shares or fraction of voting power.

      4.  The provisions of subsections 2 and 3 do not permit directors or officers to abrogate any right conferred by statute or the articles of incorporation.

      5.  Directors may resist a change or potential change in control of the corporation if the directors by a majority vote of a quorum determine that the change or potential change is opposed to or not in the best interest of the corporation:

      (a) Upon consideration of the interests of the corporation’s stockholders and any of the matters set forth in subsection 4 of NRS 78.138; or

      (b) Because the amount or nature of the indebtedness and other obligations to which the corporation or any successor to the property of either may become subject, in connection with the change or potential change in control, provides reasonable grounds to believe that, within a reasonable time:

            (1) The assets of the corporation or any successor would be or become less than its liabilities;

            (2) The corporation or any successor would be or become insolvent; or

            (3) Any voluntary or involuntary proceeding pursuant to the federal bankruptcy laws concerning the corporation or any successor would be commenced by any person.

 


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      Sec. 4.  NRS 78.195 is hereby amended to read as follows:

      78.195  1.  If a corporation desires to have more than one class or series of stock, the articles of incorporation must prescribe, or vest authority in the board of directors to prescribe, the classes, series and the number of each class or series of stock and the voting powers, designations, preferences, limitations, restrictions and relative rights of each class or series of stock. If more than one class or series of stock is authorized, the articles of incorporation or the resolution of the board of directors passed pursuant to a provision of the articles must prescribe a distinguishing designation for each class and series. The voting powers, designations, preferences, limitations, restrictions, relative rights and distinguishing designation of each class or series of stock must be described in the articles of incorporation or the resolution of the board of directors before the issuance of shares of that class or series.

      2.  All shares of a series must have voting powers, designations, preferences, limitations, restrictions and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, with those of other series of the same class.

      3.  Unless otherwise provided in the articles of incorporation, no stock issued as fully paid up may ever be assessed and the articles of incorporation must not be amended in this particular.

      4.  Any rate, condition or time for payment of distributions on any class or series of stock may be made dependent upon any fact or event which may be ascertained outside the articles of incorporation or the resolution providing for the distributions adopted by the board of directors if the manner in which a fact or event may operate upon the rate, condition or time of payment for the distributions is stated in the articles of incorporation or the resolution. As used in this subsection, “fact or event” includes, without limitation, the existence of a fact or occurrence of an event, including, without limitation, a determination or action by a person, the corporation itself or any government, governmental agency or political subdivision of a government.

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

      Sec. 5.  NRS 78.205 is hereby amended to read as follows:

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

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

      (a) Pay to any person otherwise entitled to become a holder of a fraction of a share an amount in cash based on a per share value, and that value or the method of determining that value must be specified in the articles, plan of reorganization, plan of merger or exchange, resolution of the board of directors, or other instrument pursuant to which the fractional share would otherwise be issued;

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

 


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ê2009 Statutes of Nevada, Page 1676 (Chapter 361, SB 350)ê

 

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

      3.  Any proposed corporate action that would result in only money being paid or scrip being [delivered instead of fractional shares] issued to stockholders who:

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

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

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

      Sec. 6.  NRS 78.2055 is hereby amended to read as follows:

      78.2055  1.  Unless otherwise provided in the articles of incorporation, a corporation that desires to decrease the number of issued and outstanding shares of a class or series held by each stockholder of record at the effective date and time of the change without correspondingly decreasing the number of authorized shares of the same class or series may do so if:

      (a) The board of directors adopts a resolution setting forth the proposal to decrease the number of issued and outstanding shares of a class or series; and

      (b) The proposal is approved by the vote of stockholders holding a majority of the voting power of the affected class or series, or such greater proportion as may be provided in the articles of incorporation, regardless of limitations or restrictions on the voting power of the affected class or series.

      2.  If the proposal required by subsection 1 is approved by the stockholders entitled to vote, the corporation may reissue its stock in accordance with the proposal after the effective date and time of the change.

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

 


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approved by the vote of the holders of shares representing a majority of the voting power of each class or series whose preference or rights are adversely affected by the decrease if the articles of incorporation specifically deny the right to vote on such a decrease.

      4.  Any proposal to decrease the number of issued and outstanding shares of any class or series, if any, that includes provisions pursuant to which only money will be paid or scrip will be issued to stockholders who:

      (a) Before the decrease in the number of shares becomes effective, hold 1 percent or more of the outstanding shares of the affected class or series; and

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

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

      Sec. 6.5.  NRS 78.207 is hereby amended to read as follows:

      78.207  1.  Unless otherwise provided in the articles of incorporation, a corporation that desires to change the number of shares of a class or series, if any, of its authorized stock by increasing or decreasing the number of authorized shares of the class or series and correspondingly increasing or decreasing the number of issued and outstanding shares of the same class or series held by each stockholder of record at the effective date and time of the change, may, except as otherwise provided in subsections 2 and 3, do so by a resolution adopted by the board of directors, without obtaining the approval of the stockholders. The resolution may also provide for a change of the par value, if any, of the same class or series of the shares increased or decreased. After the effective date and time of the change, the corporation may issue its stock in accordance therewith.

      2.  A proposal to increase or decrease the number of authorized shares of any class or series, if any, that includes provisions pursuant to which only money will be paid or scrip will be issued to stockholders who:

      (a) Before the increase or decrease in the number of shares becomes effective, in the aggregate hold 10 percent or more of the outstanding shares of the affected class or series; and

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

Ê must be approved by the vote of stockholders holding a majority of the voting power of the affected class or series, or such greater proportion as may be provided in the articles of incorporation, regardless of limitations or restrictions on the voting power thereof.

      3.  Except as otherwise provided in this subsection, if a proposed increase or decrease in the number of authorized shares of any class or series would adversely alter or change any preference or any relative or other right given to any other class or series of outstanding shares, then the increase or decrease must be approved by the vote, in addition to any vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series whose preference or rights are adversely affected by the increase or decrease, regardless of limitations or restrictions on the voting power thereof.

 


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of each class or series whose preference or rights are adversely affected by the increase or decrease, regardless of limitations or restrictions on the voting power thereof. The increase or decrease does not have to be approved by the vote of the holders of shares representing a majority of the voting power in each class or series whose preference or rights are adversely affected by the increase or decrease if the articles of incorporation specifically deny the right to vote on such an increase or decrease.

      4.  Any proposal to increase or decrease the number of authorized shares of any class or series, if any, that includes provisions pursuant to which only money will be paid or scrip will be issued to stockholders who:

      (a) Before the increase or decrease in the number of shares becomes effective, hold 1 percent or more of the outstanding shares of the affected class or series; and

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

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

      Sec. 7.  NRS 78.275 is hereby amended to read as follows:

      78.275  1.  The directors may at such times and in such amount, as they may from time to time deem the interest of the corporation to require, levy and collect assessments upon the assessable stock of the corporation in the manner provided in this section.

      2.  Notice of each assessment must be given to the stockholders personally, or by publication once a week for at least 4 weeks, in some newspaper published in the county in which the principal office of the corporation is located or, if the principal office of the corporation is not located in this State, in [Carson City,] the county in which the corporation’s registered office is located, and in a newspaper published in the county wherein the property of the corporation is situated if in this State.

      3.  If, after the notice has been given, any stockholder defaults in the payment of the assessment upon the shares held by him, so many of those shares may be sold as will be necessary for the payment of the assessment upon all the shares held by him, together with all costs of advertising and expenses of sale. The sale of the shares must be made at the office of the corporation at public auction to the highest bidder, after a notice thereof published for 4 weeks as directed in this section, and a copy of the notice mailed to each delinquent stockholder if his address is known 4 weeks before the sale. At the sale the person who offers to pay the assessment so due, together with the expenses of advertising and sale, for the smallest number of shares, or portion of a share, as the case may be, shall be deemed the highest bidder.

      Sec. 8.  NRS 78.345 is hereby amended to read as follows:

      78.345  1.  If any corporation fails to elect directors within 18 months after the last election of directors required by NRS 78.330, the district court has jurisdiction in equity, upon application of any one or more stockholders holding stock entitling them to exercise at least 15 percent of the voting power, to order the election of directors in the manner required by NRS 78.330.

 


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      2.  The application must be made by petition filed in the county where the principal office of the corporation is located or, if the principal office is not located in this State, in [Carson City,] the county in which the corporation’s registered office is located, and must be brought on behalf of all stockholders desiring to be joined therein. Such notice must be given to the corporation and the stockholders as the court may direct.

      3.  The directors elected pursuant to this section have the same rights, powers and duties and the same tenure of office as directors elected by the stockholders at the annual meeting held at the time prescribed therefor, next before the date of the election pursuant to this section, would have had.

      Sec. 9.  NRS 78.350 is hereby amended to read as follows:

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

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

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

 


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not adopt a resolution prescribing a date upon which the stockholders of record entitled to give written consent pursuant to NRS 78.320 must be determined and:

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

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

      4.  The provisions of this section do not restrict the directors from taking action to protect the interests of the corporation and its stockholders, including, but not limited to, adopting or signing plans, arrangements or instruments that 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. 10.  NRS 78.378 is hereby amended to read as follows:

      78.378  1.  The provisions of NRS 78.378 to 78.3793, inclusive, apply to any acquisition of a controlling interest in an issuing corporation unless the articles of incorporation or bylaws of the corporation in effect on the 10th day following the acquisition of a controlling interest by an acquiring person provide that the provisions of those sections do not apply to the corporation or to an acquisition of a controlling interest specifically by types of existing or future stockholders, whether or not identified.

      2.  The articles of incorporation, the bylaws or a resolution adopted by the directors of the issuing corporation may impose stricter requirements on the acquisition of a controlling interest in the corporation than the provisions of NRS 78.378 to 78.3793, inclusive.

      3.  The provisions of NRS 78.378 to 78.3793, inclusive, do not restrict the directors of an issuing corporation from taking action to protect the interests of the corporation and its stockholders, including, but not limited to, adopting or 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. 11.  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, whether or not itself an interested stockholder of the resident domestic corporation, which is, or after 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:

 


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      (a) Having an aggregate market value equal to 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 5 percent or more of the aggregate market value of all the outstanding shares of the resident domestic corporation; or

      (c) Representing 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 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:

      (a) Reclassification of securities, including, without limitation, any splitting of shares, 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;

      (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,

Ê 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 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 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. 12.  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:

 


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      1.  In the case of shares, the highest closing sale price of a share during the 30 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 highest closing bid quoted with respect to a share during the 30 days preceding the date in question on the National Association of Securities Dealers, Inc.’s, Automated Quotations System or any system then in use, or if no such quotation is available,] 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. 13.  NRS 78.437 is hereby amended to read as follows:

      78.437  NRS 78.411 to 78.444, inclusive, do not apply to any combination with an interested stockholder who:

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

      2.  [Who first] First became an interested stockholder on the date that the resident domestic corporation first became a resident domestic corporation solely as a result of the corporation becoming a resident domestic corporation.

      Sec. 14.  NRS 78.438 is hereby amended to read as follows:

      78.438  1.  Except as otherwise provided in NRS 78.433 to 78.437, inclusive, a resident domestic corporation may not engage in any combination with any interested stockholder of the resident domestic corporation for 3 years after the date that the person first became an interested stockholder unless 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.

      2.  If a proposal in good faith regarding a combination is made in writing to the board of directors of the resident domestic corporation, the board of directors shall respond, in writing, within 30 days or such shorter period, if any, as may be required by the Securities Exchange Act, setting forth its reasons for its decision regarding the proposal.

      3.  If a proposal in good faith to [purchase shares] 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 [purchase.] transaction.

      Sec. 15.  NRS 78.630 is hereby amended to read as follows:

      78.630  1.  Whenever any corporation becomes insolvent or suspends its ordinary business for want of money to carry on the business, or if its business has been and is being conducted at a great loss and greatly prejudicial to the interest of its creditors or stockholders, any creditors holding 10 percent of the outstanding indebtedness, or stockholders owning 10 percent of the outstanding stock entitled to vote, may, by petition setting forth the facts and circumstances of the case, apply to the district court of the county in which the principal office of the corporation is located or, if the principal office is not located in this State, to the district court in [Carson City] the county in which the corporation’s registered office is located for a writ of injunction and the appointment of a receiver or receivers or trustee or trustees.

 


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county in which the principal office of the corporation is located or, if the principal office is not located in this State, to the district court in [Carson City] the county in which the corporation’s registered office is located for a writ of injunction and the appointment of a receiver or receivers or trustee or trustees.

      2.  The court, being satisfied by affidavit or otherwise of the sufficiency of the application and of the truth of the allegations contained in the petition and upon hearing after such notice as the court by order may direct, shall proceed in a summary way to hear the affidavits, proofs and allegations which may be offered in behalf of the parties.

      3.  If upon such inquiry it appears to the court that the corporation has become insolvent and is not about to resume its business in a short time thereafter, or that its business has been and is being conducted at a great loss and greatly prejudicial to the interests of its creditors or stockholders, so that its business cannot be conducted with safety to the public, it may issue an injunction to restrain the corporation and its officers and agents from exercising any of its privileges or franchises and from collecting or receiving any debts or paying out, selling, assigning or transferring any of its estate, money, lands, tenements or effects, except to a receiver appointed by the court, until the court otherwise orders.

      Sec. 15.3.  NRS 78.650 is hereby amended to read as follows:

      78.650  1.  Any holder or holders of one-tenth of the issued and outstanding stock may apply to the district court [, held in the district where the] in the county in which the corporation has its principal place of business [,] or, if the principal place of business is not located in this State, to the district court in the county in which the corporation’s registered office is located, for an order dissolving the corporation and appointing a receiver to wind up its affairs, and by injunction restrain the corporation from exercising any of its powers or doing business whatsoever, except by and through a receiver appointed by the court, whenever:

      (a) The corporation has willfully violated its charter;

      (b) Its trustees or directors have been guilty of fraud or collusion or gross mismanagement in the conduct or control of its affairs;

      (c) Its trustees or directors have been guilty of misfeasance, malfeasance or nonfeasance;

      (d) The corporation is unable to conduct the business or conserve its assets by reason of the act, neglect or refusal to function of any of the directors or trustees;

      (e) The assets of the corporation are in danger of waste, sacrifice or loss through attachment, foreclosure, litigation or otherwise;

      (f) The corporation has abandoned its business;

      (g) The corporation has not proceeded diligently to wind up its affairs, or to distribute its assets in a reasonable time;

      (h) The corporation has become insolvent;

      (i) The corporation, although not insolvent, is for any cause not able to pay its debts or other obligations as they mature; or

      (j) The corporation is not about to resume its business with safety to the public.

      2.  The application may be for the appointment of a receiver, without at the same time applying for the dissolution of the corporation, and notwithstanding the absence, if any there be, of any action or other proceeding in the premises pending in such court.

 


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      3.  In any such application for a receivership, it is sufficient for a temporary appointment if notice of the same is given to the corporation alone, by process as in the case of an application for a temporary restraining order or injunction, and the hearing thereon may be had after 5 days’ notice unless the court directs a longer or different notice and different parties.

      4.  The court may, if good cause exists therefor, appoint one or more receivers for such purpose, but in all cases directors or trustees who have been guilty of no negligence nor active breach of duty must be preferred in making the appointment. The court may at any time for sufficient cause make a decree terminating the receivership, or dissolving the corporation and terminating its existence, or both, as may be proper.

      5.  Receivers so appointed have, among the usual powers, all the functions, powers, tenure and duties to be exercised under the direction of the court as are conferred on receivers and as provided in NRS 78.635, 78.640 and 78.645, whether the corporation is insolvent or not.

      Sec. 15.7.  NRS 78A.020 is hereby amended to read as follows:

      78A.020  1.  A close corporation must be formed in accordance with NRS 78.030 to 78.055, inclusive, and section 1.5 of this act, subject to the following requirements:

      (a) All of the issued stock of the corporation of all classes, exclusive of treasury shares, must be represented by certificates and must be held of record by a specified number of persons, not to exceed 30.

      (b) All of the issued stock of all classes must be subject to one or more of the restrictions on transfer pursuant to NRS 78A.050.

      (c) The corporation shall not offer any of its stock of any class that would constitute a public offering within the meaning of the Securities Act of 1933, 15 U.S.C. §§ 77a et seq.

      2.  The articles of incorporation of a close corporation must:

      (a) Set forth the matters required by NRS 78.035 except that the articles must state that there will be no board of directors if so agreed pursuant to NRS 78A.070.

      (b) Contain a heading stating the name of the corporation and that it is a close corporation.

      3.  The articles of incorporation of a close corporation may set forth the qualifications of stockholders by specifying the classes of persons who are entitled to be holders of record of stock of any class, the classes of persons who are not entitled to be holders of record of stock of any class, or both.

      4.  To determine the number of holders of record of the stock of a close corporation, stock that is held in joint or common tenancy or by community property must be treated as held by one stockholder.

      Sec. 16.  NRS 80.055 is hereby amended to read as follows:

      80.055  1.  Every corporation which willfully fails or neglects to comply with the provisions of NRS 80.010 to 80.040, inclusive [:

      (a) Is] , is subject to a fine of not less than [$500,] $1,000 but not more than $10,000, to be recovered in a court of competent jurisdiction . [; and

      (b)] 2.  Except as otherwise provided in subsection [2,] 3, every corporation which fails or neglects to comply with the provisions of NRS 80.010 to 80.040, inclusive, may not commence or maintain any action or proceeding in any court of this State until it has fully complied with the provisions of NRS 80.010 to 80.040, inclusive.

      [2.] 3.  An action or proceeding may be commenced by such a corporation if an extraordinary remedy available pursuant to chapter 31 of NRS is all or part of the relief sought.

 


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NRS is all or part of the relief sought. Such an action or proceeding must be dismissed without prejudice if the corporation does not comply with the provisions of NRS 80.010 to 80.040, inclusive, within 45 days after the action or proceeding is commenced.

      [3.] 4.  When the Secretary of State is advised that a corporation is doing business in contravention of NRS 80.010 to 80.040, inclusive, he [shall report that fact to the Governor. The Governor shall,] may, as soon as practicable, instruct the district attorney of the county where the corporation has its principal place of business or the Attorney General, or both, to institute proceedings to recover any applicable fine provided for in this section. If the district attorney or the Attorney General prevails in a proceeding to recover the fine described in subsection 1, the district attorney or the Attorney General is entitled to recover the costs of the proceeding, including, without limitation, the cost of any investigation and reasonable attorney’s fees.

      5.  The failure of a corporation to comply with the provisions of NRS 80.010 to 80.040, inclusive, does not impair the validity of any contract or act of the corporation, or prevent the corporation from defending any action, suit or proceeding in any court of this State.

      6.  The Secretary of State may adopt regulations to administer the provisions of this section.

      Sec. 17.  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 year’s 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 corporation’s principal office.

      (d) The mailing or street address of the corporation’s office in this State, if one exists.

      [(e) The total assets and liabilities of the corporation at the end of the year.]

      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. 17.2.  Chapter 82 of NRS is hereby amended by adding thereto the provisions of sections 17.4 and 17.6 of this act.

      Sec. 17.4.  (Deleted by amendment.)

      Sec. 17.6.  1.  Every foreign nonprofit corporation which is doing business in this State and which willfully fails or neglects to qualify to do business in this State in accordance with the laws of this State is subject to a fine of not less than $1,000 but not more than $10,000, to be recovered in a court of competent jurisdiction.

 


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business in this State in accordance with the laws of this State is subject to a fine of not less than $1,000 but not more than $10,000, to be recovered in a court of competent jurisdiction.

      2.  Except as otherwise provided in subsection 3, every foreign nonprofit corporation which is doing business in this State and which fails or neglects to qualify to do business in this State in accordance with the laws of this State may not commence or maintain any action or proceeding in any court of this State until it has qualified to do business in this State.

      3.  An action or proceeding may be commenced by such a corporation if an extraordinary remedy available pursuant to chapter 31 of NRS is all or part of the relief sought. Such an action or proceeding must be dismissed without prejudice if the corporation does not qualify to do business in this State within 45 days after the action or proceeding is commenced.

      4.  When the Secretary of State is advised that a foreign nonprofit corporation is subject to the fine described in subsection 1, he may, as soon as practicable, instruct the district attorney of the county where the foreign nonprofit corporation has its principal place of business or the Attorney General, or both, to institute proceedings to recover the fine. If the district attorney or the Attorney General prevails in a proceeding to recover the fine described in subsection 1, the district attorney or the Attorney General is entitled to recover the costs of the proceeding, including, without limitation, the cost of any investigation and reasonable attorney’s fees.

      5.  The failure of a foreign nonprofit corporation to qualify to do business in this State in accordance with the laws of this State does not impair the validity of any contract or act of the corporation, or prevent the corporation from defending any action, suit or proceeding in any court of this State.

      6.  The Secretary of State may adopt regulations to administer the provisions of this section.

      Sec. 17.8.  NRS 82.183 is hereby amended to read as follows:

      82.183  1.  A corporation shall [maintain at its registered office or principal place of business in this State:

      (a) A current list of its owners of record; or

      (b) A statement indicating where such a list is maintained.

      2.  The corporation shall:

      (a) Provide] provide the Secretary of State with the name and contact information of the custodian of the [list described in] members’ ledger or duplicate members’ ledger kept by the corporation at its registered office pursuant to paragraph (c) of subsection 1 [.] of NRS 82.181. The information required pursuant to this paragraph shall be kept confidential by the Secretary of State.

      [(b) Provide written notice to the Secretary of State within 10 days after any change in the information contained in the list described in subsection 1.

      3.]  2.  Upon the request of any law enforcement agency in the course of a criminal investigation, the Secretary of State may require a corporation to [:

      (a) Submit to the Secretary of State, within 3 business days, a copy of the list required to be maintained pursuant to subsection 1; or

      (b) Answer] answer any interrogatory submitted by the Secretary of State that will assist in the criminal investigation.

 


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      [4.] 3.  If a corporation fails to comply with any requirement pursuant to subsection [3,] 2, the Secretary of State may take any action necessary, including, without limitation, the suspension or revocation of the right of the corporation to transact business in this State.

      [5.] 4.  The Secretary of State shall not reinstate or revive the right of a corporation to transact business in this State that was revoked or suspended pursuant to subsection [4] 3 unless:

      (a) The corporation complies with the requirements of subsection [3;] 2; or

      (b) The law enforcement agency conducting the investigation advises the Secretary of State to reinstate or revive the right of the corporation to transact business in this State.

      [6.] 5.  The Secretary of State may adopt regulations to administer the provisions of this section.

      Sec. 18.  NRS 82.206 is hereby amended to read as follows:

      82.206  1.  Unless otherwise provided in the articles or bylaws, the board of directors may designate one or more committees which, to the extent provided in the bylaws or in the resolution or resolutions [or in the bylaws,] designating such committee or committees, have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, and may have power to authorize the seal of the corporation to be affixed to all papers on which the corporation desires to place a seal.

      2.  The committee or committees may have such name or names as may be stated in the bylaws or as may be determined from time to time by resolution adopted by the board of directors.

      3.  Each committee must have at least one director. Unless it is otherwise provided in the articles or bylaws, the board of directors may appoint natural persons who are not directors to serve on the committees.

      4.  No such committee may:

      (a) Amend, alter or repeal the bylaws;

      (b) Elect, appoint or remove any member of any such committee or any director [or officer] of the corporation;

      (c) Amend or repeal the articles, adopt a plan of merger or a plan of consolidation with another corporation;

      (d) Authorize the sale, lease or exchange of all of the property and assets of the corporation;

      (e) Authorize the voluntary dissolution of the corporation or revoke proceedings therefor;

      (f) Adopt a plan for the distribution of the assets of the corporation; or

      (g) Amend, alter or repeal any resolution of the board of directors unless it provides by its terms that it may be amended, altered or repealed by a committee.

      Sec. 19.  NRS 82.306 is hereby amended to read as follows:

      82.306  1.  If any corporation fails to elect directors within 18 months after the last election of directors required by NRS 82.286, the district court has jurisdiction in equity, upon application of any one or more of the members of the corporation representing 10 percent of the voting power of the members entitled to vote for the election of directors or for the election of delegates who are entitled to elect directors, or 50 members, whichever is less, to order the election of directors as required by NRS 82.286.

 


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      2.  The application must be made by petition filed in the county where the principal office of the corporation is located or, if the principal office is not located in this State, in [Carson City,] the county in which the corporation’s registered office is located, and must be brought on behalf of all members desiring to be joined therein. Such notice must be given to the corporation and the members as the court may direct.

      Sec. 20.  NRS 82.336 is hereby amended to read as follows:

      82.336  1.  A corporation having members entitled to vote on the matter involved must hold a special meeting of delegates or members if:

      (a) The board of directors or persons authorized to do so by the articles or bylaws demand such a meeting; or

      (b) At least 5 percent of the members demand such a meeting.

Ê The demand must state the purpose for the meeting. Those making the demand on the corporation must sign, date and deliver their demand to the president, chairman of the board or the treasurer of the corporation. The corporation must then immediately give notice of a special meeting of delegates or members as set forth in subsections 2 to 7, inclusive [.] , or subsection 9.

      2.  Whenever under the provisions of this chapter delegates or members 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 the chairman of the board or a vice president, or the secretary, or an assistant secretary, or by such other person or persons as the bylaws may prescribe or permit or the directors designate.

      3.  The notice must state the purpose or purposes for which the meeting is called and the time when, and the place, which may be within or without this State, where it is to be held.

      4.  A copy of the notice must be delivered personally, [or must be] mailed postage prepaid [,] or given as provided in subsection 9 to each delegate or member, as the case may be, entitled to vote at the meeting not less than 10 nor more than 60 days before such meeting. If mailed, it must be directed to the person at his address as it appears upon the records of the corporation. Upon the mailing of any 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 person. Personal delivery of the notice to any officer of a corporation or association, or to any member of a partnership, constitutes delivery of the notice to the corporation, association or partnership.

      5.  The articles or bylaws may require that the notice be also published in one or more newspapers.

      6.  Notice duly delivered or mailed to a delegate or member in accordance with the provisions of this section and the provisions, if any, of the articles or bylaws is sufficient, and in the event of the transfer of a membership after the 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.

      7.  Any delegate or member may waive notice of any meeting by a writing signed by him, or his duly authorized attorney, either before or after the meeting.

      8.  Unless otherwise provided in the articles or bylaws, whenever notice is required to be given, under any provision of this chapter or the articles or bylaws of any corporation, to any member to whom notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting to him during the period between those two consecutive annual meetings, have been mailed addressed to him at his address as shown on the records of the corporation and have been returned undeliverable, the giving of further notices to him is not required.

 


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consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting to him during the period between those two consecutive annual meetings, have been mailed addressed to him at his address as shown on the records of the corporation and have been returned undeliverable, the giving of further notices to him is not required. Any action or meeting taken or held without notice to that person has the same force and effect as if the notice had been given. If any such person delivers to the corporation a written notice setting forth his current address, the requirement that notice be given to him is reinstated. If the action taken by the corporation is such as to require the filing of a certificate under any of the other sections of this title, the certificate need not state that notice was not given to persons to whom notice was not required to be given pursuant to this subsection.

      9.  Any notice to members or delegates 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 in the same manner that a corporation is required to give notice to its stockholders pursuant to NRS 78.370.

      Sec. 21.  NRS 82.471 is hereby amended to read as follows:

      82.471  1.  Whenever any corporation becomes insolvent or suspends its ordinary business for want of funds to carry on the business, or if its business has been and is being conducted at a great loss and greatly prejudicial to the interest of its creditors or members, creditors holding 10 percent of the outstanding indebtedness, or members, if any, having 10 percent of the voting power to elect directors, may, by petition or bill of complaint setting forth the facts and circumstances of the case, apply to the district court of the county in which the principal office of the corporation is located or to the district court in [Carson City] the county in which the corporation’s registered office is located for a writ of injunction and the appointment of a receiver or receivers or trustee or trustees.

      2.  The court, being satisfied by affidavit or otherwise of the sufficiency of the application and of the truth of the allegations contained in the petition or bill, and upon hearing after such notice as the court by order may direct, shall proceed in a summary way to hear the affidavits, proofs and allegations which may be offered in behalf of the parties.

      3.  If upon the inquiry it appears to the court that the corporation has become insolvent and is not about to resume its business in a short time thereafter, or that its business has been and is being conducted at a great loss and greatly prejudicial to the interests of its creditors or members, so that its business cannot be conducted with safety to the public, it may issue an injunction to restrain the corporation and its officers and agents from exercising any of its privileges or franchises and from collecting or receiving any debts or paying out, selling, assigning or transferring any of its estate, money, funds, lands, tenements or effects, except to a receiver appointed by the court, until the court otherwise orders.

      Sec. 22.  NRS 82.486 is hereby amended to read as follows:

      82.486  1.  The persons described in subsections 2 and 3 may apply to the district court in the district where the corporation has its principal office or, if the principal office is not located in this State, to the district court in [Carson City:] the county in which the corporation’s registered office is located:

 


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      (a) For an order dissolving the corporation and appointing a receiver to wind up its affairs, and by injunction restrain the corporation from exercising any of its powers or doing business whatsoever, except by or through a receiver appointed by the court; or

      (b) For such other equitable relief that is just and proper in the circumstances.

      2.  A member or members, if any, holding at least one-third of the voting power for the election of directors or a majority of the directors in office, may apply for the relief described in subsection 1 whenever it is established that:

      (a) The corporation has willfully violated its charter;

      (b) Its trustees or directors have been guilty of fraud or collusion or gross mismanagement in the conduct or control of its affairs;

      (c) Its trustees or directors have been guilty of misfeasance, malfeasance or nonfeasance;

      (d) The corporation is unable to conduct its activities or conserve its assets by reason of the act, neglect or refusal to function of any of the directors or trustees;

      (e) The assets of the corporation are in danger of waste, misapplication, sacrifice or loss;

      (f) The corporation has abandoned its business;

      (g) The corporation has not proceeded diligently to wind up its affairs or to distribute its assets in a reasonable time;

      (h) The corporation has become insolvent;

      (i) The corporation, although not insolvent, is for any cause not able to pay its debts or other obligations as they mature;

      (j) The corporation is not about to resume its business with safety to the public;

      (k) The period of corporate existence has expired and has not been lawfully extended;

      (l) The corporation has solicited property and has failed to use it for the purpose solicited;

      (m) The corporation has fraudulently used or solicited property; or

      (n) The corporation has exceeded its powers.

      3.  The Attorney General may apply for the relief described in subsection 1 whenever the corporation is a corporation for public benefit and whenever it is established that:

      (a) The corporation has willfully violated its charter;

      (b) Its trustees or directors have been guilty of fraud or collusion or gross mismanagement in the conduct or control of its affairs;

      (c) The corporation has abandoned its business;

      (d) The corporation has become insolvent;

      (e) The corporation, although not insolvent, is for any cause not able to pay its debts or other obligations as they mature;

      (f) The corporation has solicited property and has failed to use it for the purpose solicited;

      (g) The corporation has fraudulently used or solicited property; or

      (h) The period of corporate existence has expired and has not been lawfully extended.

 


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      4.  Any person or superior organization under which the corporation was formed, if expressly authorized to act by the articles, may apply for the relief described in subsection 1 pursuant to the grounds, if any, set forth in the articles.

      Secs. 23 and 24.  (Deleted by amendment.)

      Sec. 25.  Chapter 86 of NRS is hereby amended by adding thereto the provisions set forth as sections 26 to 29, inclusive, of this act.

      Sec. 26.  “Restricted limited-liability company” means a limited-liability company organized and existing under this chapter that elects to include the optional provisions permitted by NRS 86.161.

      Sec. 27.  1.  If a limited-liability company has elected in its articles of organization to be a restricted limited-liability company pursuant to NRS 86.161, subject to the provisions of NRS 86.343, and unless otherwise provided in the articles of organization, the company shall not make any distributions to its members with respect to their member’s interests until 10 years after:

      (a) The date of formation of the restricted limited-liability company as long as the original articles of organization elected to be treated as a restricted limited-liability company and as long as the company has remained a restricted limited-liability company since the date of formation; or

      (b) The effective date of the amendment to the articles of organization in which the company elected to be treated as a restricted limited-liability company and as long as the company has remained a restricted limited-liability company since the effective date of the amendment.

      2.  The provisions of this section apply as the default provisions of a restricted limited-liability company to the extent the provisions of this section are inconsistent with or add to the other provisions of this chapter and to the extent not otherwise modified in the articles of organization of the restricted limited-liability company.

      Sec. 27.5.  1.  Every person, other than a foreign limited-liability company, who is purporting to do business in this State as a limited-liability company and who willfully fails or neglects to file with the Secretary of State articles of organization is subject to a fine of not less than $1,000 but not more than $10,000, to be recovered in a court of competent jurisdiction.

      2.  When the Secretary of State is advised that a person is subject to the fine described in subsection 1, he may, as soon as practicable, instruct the district attorney of the county in which the person’s principal place of business is located or the Attorney General, or both, to institute proceedings to recover the fine. If the district attorney or the Attorney General prevails in a proceeding to recover the fine described in subsection 1, the district attorney or the Attorney General is entitled to recover the costs of the proceeding, including, without limitation, the cost of any investigation and reasonable attorney’s fees.

      3.  The Secretary of State may adopt regulations to administer the provisions of this section.

      Sec. 28.  1.  The rights authorized by NRS 86.241 may be denied to a member or manager, as the case may be, or to such person’s attorney or other agent, upon the refusal of the member or manager to furnish to the limited-liability company an affidavit that the provision or examination of records is not desired for a purpose which is in the interest of a business or object other than the business of the company and that such person has not at any time sold or offered for sale any list of members of any domestic or foreign limited-liability company or any list of stockholders of any domestic or foreign corporation or aided or abetted any person in procuring any such record for any such purpose.

 


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object other than the business of the company and that such person has not at any time sold or offered for sale any list of members of any domestic or foreign limited-liability company or any list of stockholders of any domestic or foreign corporation or aided or abetted any person in procuring any such record for any such purpose.

      2.  Any action to enforce any rights arising under NRS 86.241 must be brought in the district court for the county in which the limited-liability company has its principal place of business or if such principal office is not located in this State, the county in which the company’s registered office is located. If the company refuses to permit a member to obtain or a manager to examine the records described in NRS 86.241 or does not reply to a demand within 10 business days after the demand has been made, the demanding member or manager may apply to the district court for an order to compel such action.

      3.  The district court has exclusive jurisdiction to determine whether or not the person seeking such records is entitled to the records sought. The district court may:

      (a) Order the limited-liability company to permit the demanding member to obtain or manager to examine the records described in NRS 86.241 and to make copies or abstracts therefrom;

      (b) Order the company to furnish to the demanding member or manager the records described in NRS 86.241 on the condition that the demanding member or manager first pay to the company the reasonable cost of obtaining and furnishing such records and on such other conditions as the district court deems appropriate;

      (c) In its discretion, prescribe any limitations or conditions with reference to the obtaining or examining of records, or award such other or further relief including an award of attorney’s fees and costs to the prevailing party in the dispute as the district court may deem just and proper; or

      (d) Order records, pertinent extracts therefrom, or duly authenticated copies thereof, to be brought within this State and kept in this State upon such terms and conditions as the order may prescribe.

      4.  It is a defense to any action for penalties or damages under this section that the person bringing such action has at any time sold or offered for sale any list of members of any domestic or foreign limited-liability company or any list of stockholders of any domestic or foreign corporation, or has aided or abetted any person in procuring any such record for any such purpose, or that the person bringing such action desired inspection for a purpose which is in the interest of a business or object other than the business of the company.

      5.  This section does not impair the power or jurisdiction of any court to compel the production for examination of the records of a limited-liability company in any proper case.

      Sec. 29.  1.  A person is admitted as an initial member of a limited-liability company:

      (a) If the company is a limited-liability company managed by its members, upon the filing of the articles of organization with the Secretary of State or upon a later date specified in the articles of organization; or

      (b) If the company is a limited-liability company managed by a manager or managers, as of the time set forth in and upon compliance with the operating agreement or, if the operating agreement does not so provide or if the company has no operating agreement, as of the time of such person’s admission as reflected in the records of the company.

 


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provide or if the company has no operating agreement, as of the time of such person’s admission as reflected in the records of the company.

      2.  Unless otherwise provided in the articles of organization, after the admission of the initial member or members of a limited-liability company in accordance with subsection 1, a person is admitted as a member:

      (a) In the case of a person who is not a transferee of a member’s interest, including a person being admitted as a noneconomic member and a person acquiring a member’s interest directly from the company, as of the time set forth in and upon compliance with the operating agreement or, if the operating agreement does not so provide or if the company has no operating agreement, upon the consent of all the members and as of the time of such person’s admission as reflected in the records of the company;

      (b) In the case of a transferee of a member’s interest who is a substituted member pursuant to NRS 86.351, as provided in NRS 86.351 or 86.491 and as of the time set forth in and upon compliance with the operating agreement or, if the operating agreement does not so provide or if the company has no operating agreement, as of the time of such person’s admission as reflected in the records of the company;

      (c) In the case of a person being admitted as a member of a surviving or resulting limited-liability company pursuant to a merger, conversion or exchange approved in accordance with NRS 92A.150, as of the time set forth in and upon compliance with the operating agreement of the surviving or resulting limited-liability company or in the plan of merger, conversion or exchange, and in the event of any inconsistency, the terms of the plan of merger, conversion or exchange control; and

      (d) In the case of a person being admitted as a member of a limited-liability company pursuant to a merger, conversion or exchange in which such limited-liability company is not the surviving or resulting entity, as of the time set forth in and upon compliance with the operating agreement of such limited-liability company.

      3.  In connection with the domestication of an undomesticated organization as a limited-liability company in this State in accordance with NRS 92A.270, a person is admitted as a member of the company as of the time set forth in and upon compliance with the articles of domestication or in the operating agreement of the resulting domestic limited-liability company or, if the articles of domestication and the operating agreement do not so provide or if the articles of domestication do not so provide and the company has no operating agreement, as of the time of such person’s admission as reflected in the records of the resulting domestic limited-liability company.

      4.  Unless otherwise provided in the articles of organization, the operating agreement or another agreement approved or adopted by all of the members, no member has a preemptive right to acquire any unissued member’s interests or other interests in a limited liability company.

      Sec. 30.  NRS 86.011 is hereby amended to read as follows:

      86.011  As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 86.022 to 86.128, inclusive, and section 26 of this act have the meanings ascribed to them in those sections.

      Sec. 31.  NRS 86.061 is hereby amended to read as follows:

      86.061  “Limited-liability company” or “company” means a limited-liability company organized and existing under this chapter [.] , including a restricted limited-liability company.

 


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      Sec. 32.  NRS 86.161 is hereby amended to read as follows:

      86.161  1.  The articles of organization must set forth:

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

      (b) The information required pursuant to NRS 77.310;

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

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

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

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

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

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

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

      (f) If the company is to be a restricted limited-liability company, a statement to that effect.

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

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

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

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

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

      Sec. 33.  NRS 86.241 is hereby amended to read as follows:

      86.241  1.  Each limited-liability company shall continuously maintain in this State an office, which may but need not be a place of its business in this State, at which it shall keep, unless otherwise provided by an operating agreement:

      (a) A current list of the full name and last known business address of each member and manager, separately identifying the members in alphabetical order and the managers, if any, in alphabetical order;

      (b) A copy of the filed articles of organization and all amendments thereto, together with signed copies of any powers of attorney pursuant to which any record has been signed; and

      (c) Copies of any then effective operating agreement of the company.

      2.  [Records kept pursuant to this section are subject to inspection and copying at the reasonable request, and at the expense, of any member during ordinary business hours, unless otherwise provided in an operating agreement.] In lieu of keeping at an office in this State the information required in paragraphs (a) and (b) of subsection 1, the limited-liability company may keep a statement with the registered agent setting out the name of the custodian of the information required in paragraphs (a) and (b) of subsection 1, and the present and complete address, including street and number, if any, where the information required in paragraphs (a) and (b) of subsection 1 is kept.

 


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name of the custodian of the information required in paragraphs (a) and (b) of subsection 1, and the present and complete address, including street and number, if any, where the information required in paragraphs (a) and (b) of subsection 1 is kept.

      3.  Each member of a limited-liability company is entitled to obtain from the company, from time to time upon reasonable demand, for any purpose reasonably related to the interest of the member as a member of the company:

      (a) The records required to be maintained pursuant to subsection 1;

      (b) True and, in light of the member’s stated purpose, complete records regarding the activities and the status of the business and financial condition of the company;

      (c) Promptly after becoming available, a copy of the company’s federal, state and local income tax returns for each year;

      (d) True and complete records regarding the amount of cash and a description and statement of the agreed value of any other property or services contributed by each member and which each member has agreed to contribute in the future, and the date on which each became a member; and

      (e) Other records regarding the affairs of the company as is just and reasonable under the circumstances and in light of the member’s stated purpose for demanding such records.

Ê The right to obtain records under this subsection includes, if reasonable, the right to make copies or abstracts by photographic, xerographic, electronic or other means.

      4.  Each manager of a limited-liability company managed by a manager or managers is entitled to examine from time to time upon reasonable demand, for a purpose reasonably related to the manager’s rights, powers and duties as such, the records described in subsection 3.

      5.  Any demand by a member or manager under subsection 3 or 4 is subject to such reasonable standards regarding at what time and location and at whose expense records are to be furnished as may be set forth in the articles of organization or in an operating agreement adopted or amended as provided in subsection 8 or, if no such standards are set forth in the articles of organization or operating agreement, the records must be provided or made available for examination, as the case may be, during ordinary business hours, at the company’s office required to be maintained pursuant to subsection 1 and at the expense of the demanding member or manager.

      6.  Any demand by a member or manager under this section must be in writing and must state the purpose of such demand. When a demanding member seeks to obtain or a manager seeks to examine the records described in subsection 3, the demanding member or manager must first establish that:

      (a) The demanding member or manager has complied with the provisions of this section respecting the form and manner of making a demand for obtaining or examining such records; and

      (b) The records sought by the demanding member or manager are reasonably related to the member’s interest as a member or the manager’s rights, powers and duties as a manager, as the case may be.

      7.  In every instance where an attorney or other agent of a member or manager seeks to exercise any right arising under this section on behalf of such member or manager, the demand must be accompanied by a power of attorney signed by the member or manager authorizing the attorney or other agent to exercise such rights on his behalf.

 


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such member or manager, the demand must be accompanied by a power of attorney signed by the member or manager authorizing the attorney or other agent to exercise such rights on his behalf.

      8.  The rights of a member to obtain or a manager to examine records as provided in this section may be restricted or denied entirely in the articles of organization or in an operating agreement adopted by all of the members or by the sole member or in any subsequent amendment adopted by all of the members at the time of amendment.

      Sec. 34.  NRS 86.246 is hereby amended to read as follows:

      86.246  1.  [In addition to any records required to be kept pursuant to NRS 86.241, a] A limited-liability company shall maintain at its registered office or principal place of business in this State [:

      (a) A current list of each member and manager; or

      (b) A] a statement indicating where [such a list] the list required pursuant to paragraph (a) of subsection 1 of NRS 86.241 is maintained.

      2.  A limited-liability company shall:

      (a) Provide the Secretary of State with the name and contact information of the custodian of the list described in subsection 1 [.] , if different than the registered agent for such company. The information required pursuant to this paragraph shall be kept confidential by the Secretary of State.

      (b) Provide written notice to the Secretary of State within 10 days after any change in the [information contained in] custodian of the list described in subsection 1.

      3.  Upon the request of any law enforcement agency in the course of a criminal investigation, the Secretary of State may require a limited-liability company to:

      (a) Submit to the Secretary of State, within 3 business days, a copy of the list required to be maintained pursuant to paragraph (a) of subsection 1 [;] of NRS 86.241; or

      (b) Answer any interrogatory submitted by the Secretary of State that will assist in the criminal investigation.

      4.  If a limited-liability company fails to comply with any requirement pursuant to subsection 3, the Secretary of State may take any action necessary, including, without limitation, the suspension or revocation of the charter of the limited-liability company.

      5.  The Secretary of State shall not reinstate or revive a charter that was revoked or suspended pursuant to subsection 4 unless:

      (a) The limited-liability company complies with the requirements of subsection 3; or

      (b) The law enforcement agency conducting the investigation advises the Secretary of State to reinstate or revive the charter.

      6.  The Secretary of State may adopt regulations to administer the provisions of this section.

      Sec. 35.  NRS 86.286 is hereby amended to read as follows:

      86.286  1.  A limited-liability company may, but is not required to, adopt an operating agreement. An operating agreement may be adopted only by the unanimous vote or unanimous written consent of the members, or by the sole member, and the operating agreement must be in writing. If any operating agreement provides for the manner in which it may be amended, including by requiring the approval of a person who is not a party to the operating agreement or the satisfaction of conditions, it may be amended only in that manner or as otherwise permitted by law and any attempt to otherwise amend the operating agreement shall be deemed void and of no legal force or effect unless otherwise provided in the operating agreement.

 


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otherwise amend the operating agreement shall be deemed void and of no legal force or effect unless otherwise provided in the operating agreement. Unless otherwise provided in the operating agreement, amendments to the agreement may be adopted only by the unanimous vote or unanimous written consent of the persons who are members at the time of amendment.

      2.  An operating agreement may be adopted before, after or at the time of the filing of the articles of organization and, whether entered into before, after or at the time of the filing, may become effective at the formation of the limited-liability company or at a later date specified in the operating agreement. If an operating agreement is adopted:

      (a) Before the filing of the articles of organization or before the effective date of formation specified in the articles of organization, the operating agreement is not effective until the effective date of formation of the limited-liability company.

      (b) After the filing of the articles of organization or after the effective date of formation specified in the articles of organization, the operating agreement binds the limited-liability company and may be enforced whether or not the limited-liability company assents to the operating agreement.

      3.  An operating agreement may provide that a certificate of limited-liability company interest issued by the limited-liability company may evidence a member’s interest in a limited-liability company.

      4.  An operating agreement:

      (a) May provide rights to any person, including a person who is not a party to the operating agreement, to the extent set forth therein.

      (b) Must be interpreted and construed to give the maximum effect to the principle of freedom of contract and enforceability.

      5.  To the extent that a member or manager or other person has duties to a limited-liability company, to another member or manager, or to another person that is a party to or is otherwise bound by the operating agreement, the member, manager or other person’s duties may be expanded, restricted or eliminated by provisions in the operating agreement, except that an operating agreement may not eliminate the implied contractual covenant of good faith and fair dealing.

      6.  Unless otherwise provided in an operating agreement, a member or manager or other person is not liable to a limited-liability company, another member or manager, or to another person that is a party to or otherwise bound by an operating agreement for breach of fiduciary duty for the member, manager or other person’s good faith reliance on the provisions of the operating agreement.

      7.  An operating agreement may provide for the limitation or elimination of any and all liabilities for breach of contract and breach of duties of a member, manager or other person to a limited-liability company, to another member or manager, or to another person that is a party to or is otherwise bound by the operating agreement. An operating agreement may not limit or eliminate liability for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing.

      Sec. 36.  NRS 86.291 is hereby amended to read as follows:

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

 


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contribution to its capital, as adjusted from time to time to reflect properly any additional contributions or withdrawals by the members.

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

      3.  If provision is made in the articles of organization, management of the company may be vested in a manager or managers, who may but need not be members . [, in the manner prescribed by the operating agreement of the company.] The manager or managers [also] shall hold the offices , [and] have the responsibilities [accorded to them by the members and set out in the operating agreement.] and otherwise manage the company as set forth in the operating agreement of the company or, if the company has not adopted an operating agreement, then as prescribed by the members.

      Sec. 36.1.  NRS 86.548 is hereby amended to read as follows:

      86.548  1.  [A] Every foreign limited-liability company transacting business in this State [may] which willfully fails or neglects to register with the Secretary of State in accordance with the provisions of NRS 86.544 is subject to a fine of not less than $1,000 but not more than $10,000, to be recovered in a court of competent jurisdiction.

      2.  Every foreign limited-liability company transacting business in this State which fails or neglects to register with the Secretary of State in accordance with the provisions of NRS 86.544 may not commence or maintain any action, suit or proceeding in any court of this State until it has registered [in this State.] with the Secretary of State.

      [2.] 3.  The failure of a foreign limited-liability company to register [in this State] with the Secretary of State does not impair the validity of any contract or act of the foreign limited-liability company, or prevent the foreign limited-liability company from defending any action, suit or proceeding in any court of this State.

      [3.] 4.  When the Secretary of State is advised that a foreign limited-liability company is subject to the fine described in subsection 1, he may, as soon as practicable, instruct the district attorney of the county where the foreign limited-liability company has its principal place of business or the Attorney General, or both, to institute proceedings to recover the fine. If the district attorney or the Attorney General prevails in a proceeding to recover the fine described in subsection 1, the district attorney or the Attorney General is entitled to recover the costs of the proceeding, including, without limitation, the cost of any investigation and reasonable attorney’s fees.

      5.  A foreign limited-liability company, by transacting business in this State without [registration,] registering with the Secretary of State, appoints the Secretary of State as its agent for service of process with respect to causes of action arising out of the transaction of business in this State by the foreign limited-liability company.

      6.  The Secretary of State may adopt regulations to administer the provisions of this section.

 


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      Sec. 36.3.  Chapter 87 of NRS is hereby amended by adding thereto the provisions set forth as section 36.4 and 36.6 of this act.

      Sec. 36.4.  1.  Every person, other than a foreign registered limited-liability partnership, who is purporting to do business in this State as a registered limited-liability partnership and who willfully fails or neglects to file with the Secretary of State a certificate of registration is subject to a fine of not less than $1,000 but not more than $10,000, to be recovered in a court of competent jurisdiction.

      2.  When the Secretary of State is advised that a person is subject to the fine described in subsection 1, he may, as soon as practicable, instruct the district attorney of the county in which the person’s principal place of business is located or the Attorney General, or both, to institute proceedings to recover the fine. If the district attorney or the Attorney General prevails in a proceeding to recover the fine described in subsection 1, the district attorney or the Attorney General is entitled to recover the costs of the proceeding, including, without limitation, the cost of any investigation and reasonable attorney’s fees.

      3.  The Secretary of State may adopt regulations to administer the provisions of this section.

      Sec. 36.6.  1.  Every foreign registered limited-liability partnership which is doing business in this State and which willfully fails or neglects to register with the Secretary of State pursuant to NRS 87.440 to 87.500, inclusive, and 87.541 to 87.544, inclusive, is subject to a fine of not less than $1,000 but not more than $10,000, to be recovered in a court of competent jurisdiction.

      2.  Every foreign registered limited-liability partnership which is doing business in this State and which fails or neglects to register with the Secretary of State pursuant to NRS 87.440 to 87.500, inclusive, and 87.541 to 87.544, inclusive, may not commence or maintain any action, suit or proceeding in any court of this State until it has registered with the Secretary of State pursuant to NRS 87.440 to 87.500, inclusive, and 87.541 to 87.544, inclusive.

      3.  The failure of a foreign registered limited-liability partnership to register in this State does not impair the validity of any contract or act of the foreign registered limited-liability partnership, or prevent the foreign registered limited-liability partnership from defending any action, suit or proceeding in any court of this State.

      4.  When the Secretary of State is advised that a foreign registered limited-liability partnership is subject to the fine described in subsection 1, he may, as soon as practicable, instruct the district attorney of the county in which the foreign registered limited-liability partnership’s principal place of business is located or the Attorney General, or both, to institute proceedings to recover the fine. If the district attorney or the Attorney General prevails in a proceeding to recover the fine described in subsection 1, the district attorney or the Attorney General is entitled to recover the costs of the proceeding, including, without limitation, the cost of any investigation and reasonable attorney’s fees.

      5.  A foreign registered limited-liability partnership, by transacting business in this State without registration, appoints the Secretary of State as its agent for service of process with respect to causes of action arising out of the transaction of business in this State by the foreign registered limited-liability partnership.

 


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      6.  The Secretary of State may adopt regulations to administer the provisions of this section.

      Sec. 36.7.  NRS 87.550 is hereby amended to read as follows:

      87.550  In addition to any other fees required by NRS 87.440 to 87.540, inclusive, and section 36.4 of this act, and 87.560, the Secretary of State shall charge and collect the following fees for services rendered pursuant to those sections:

      1.  For certifying records required by NRS 87.440 to 87.540, inclusive, and section 36.4 of this act, and 87.560, $30 per certification.

      2.  For signing a certificate verifying the existence of a registered limited-liability partnership, if the registered limited-liability partnership has not filed a certificate of amendment, $50.

      3.  For signing a certificate verifying the existence of a registered limited-liability partnership, if the registered limited-liability partnership has filed a certificate of amendment, $50.

      4.  For signing, certifying or filing any certificate or record not required by NRS 87.440 to 87.540, inclusive, and section 36.4 of this act, and 87.560, $50.

      5.  For any copies provided by the Office of the Secretary of State, $2 per page.

      6.  For examining and provisionally approving any record before the record is presented for filing, $125.

      Sec. 36.9.  NRS 87.560 is hereby amended to read as follows:

      87.560  1.  To the extent permitted by the law of that jurisdiction:

      (a) A partnership, including a registered limited-liability partnership, formed and existing under this chapter, may conduct its business, carry on its operations, and exercise the powers granted by this chapter in any state, territory, district or possession of the United States or in any foreign country.

      (b) The internal affairs of a partnership, including a registered limited-liability partnership, formed and existing under this chapter, including the liability of partners for debts, obligations and liabilities of or chargeable to the partnership, are governed by the law of this State.

      2.  Subject to any statutes for the regulation and control of specific types of business, a registered limited-liability partnership, formed and existing under the law of another jurisdiction, may do business in this State if it first registers with the Secretary of State pursuant to the provisions of NRS 87.440 to 87.500, inclusive, and 87.541 to 87.544, inclusive [.] , and section 36.6 of this act.

      3.  The name of a partnership that is registered as a limited-liability partnership in another jurisdiction and doing business in this State must contain the words “Limited-Liability Partnership” or “Registered Limited-Liability Partnership” or the abbreviations “L.L.P.” or “LLP,” or such other words or abbreviations as may be required or authorized by the law of the other jurisdiction, as the last words or letters of the name.

      Sec. 37.  Chapter 87A of NRS is hereby amended by adding thereto the provisions set forth as sections 38 to 39.7, inclusive, of this act.

      Sec. 38.  “Restricted limited partnership” means a limited partnership organized and existing under this chapter that elects to include the optional provisions permitted by NRS 87A.235.

      Sec. 39.  1.  If the limited partnership has elected in its certificate of limited partnership to be a restricted limited partnership pursuant to NRS 87A.235, subject to the provisions of NRS 87A.425, and unless otherwise provided in the certificate of limited partnership, the limited partnership shall not make any distributions to its partners until 10 years after:

 


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provided in the certificate of limited partnership, the limited partnership shall not make any distributions to its partners until 10 years after:

      (a) The date of formation of the restricted limited partnership as long as the original certificate of limited partnership elected to be treated as a restricted limited partnership and as long as the limited partnership has remained a restricted limited partnership since the date of formation; or

      (b) The effective date of the amendment to the certificate of limited partnership in which the limited partnership elected to be treated as a restricted limited partnership and as long as the limited partnership has remained a restricted limited partnership since the effective date of the amendment.

      2.  The provisions of this section apply as the default provisions of a restricted limited partnership to the extent the provisions of this section are inconsistent with or add to the other provisions of this chapter and to the extent not otherwise modified in the certificate of limited partnership of the restricted limited partnership.

      Sec. 39.3.  1.  Every person, other than a foreign limited partnership, who is purporting to do business in this State as a limited partnership and who willfully fails or neglects to file with the Secretary of State a certificate of limited partnership is subject to a fine of not less than $1,000 but not more than $10,000, to be recovered in a court of competent jurisdiction.

      2.  When the Secretary of State is advised that a person, other than a foreign limited partnership, is subject to the fine described in subsection 1, he may, as soon as practicable, instruct the district attorney of the county in which the person’s principal place of business is located or the Attorney General, or both, to institute proceedings to recover the fine. If the district attorney or the Attorney General prevails in a proceeding to recover the fine described in subsection 1, the district attorney or the Attorney General is entitled to recover the costs of the proceeding, including, without limitation, the cost of any investigation and reasonable attorney’s fees.

      3.  The Secretary of State may adopt regulations to administer the provisions of this section.

      Sec. 39.5.  1.  Every person, other than a limited-liability limited partnership formed pursuant to an agreement governed by the laws of another state, who is purporting to do business in this State as a registered limited-liability limited partnership and who willfully fails or neglects to file with the Secretary of State a certificate of registration is subject to a fine of not less than $1,000 but not more than $10,000, to be recovered in a court of competent jurisdiction.

      2.  When the Secretary of State is advised that a person is subject to the fine described in subsection 1, he may, as soon as practicable, instruct the district attorney of the county in which the person’s principal place of business is located or the Attorney General, or both, to institute proceedings to recover the fine. If the district attorney or the Attorney General prevails in a proceeding to recover the fine described in this section, the district attorney or the Attorney General is entitled to recover the costs of the proceeding, including, without limitation, the cost of any investigation and reasonable attorney’s fees.

      3.  The Secretary of State may adopt regulations to administer the provisions of this section.

      Sec. 39.7.  1.  Every limited-liability limited partnership, formed pursuant to an agreement governed by the laws of another state, which is purporting to transact business in this State as a foreign registered limited-liability limited partnership and which willfully fails or neglects to register with the Secretary of State in accordance with the provisions of NRS 87A.540 or 88.575 is subject to a fine of not less than $1,000 but not more than $10,000, to be recovered in a court of competent jurisdiction.

 


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purporting to transact business in this State as a foreign registered limited-liability limited partnership and which willfully fails or neglects to register with the Secretary of State in accordance with the provisions of NRS 87A.540 or 88.575 is subject to a fine of not less than $1,000 but not more than $10,000, to be recovered in a court of competent jurisdiction.

      2.  Every limited-liability limited partnership, formed pursuant to an agreement governed by the laws of another state, which is purporting to transact business in this State as a foreign registered limited-liability limited partnership and which fails or neglects to register with the Secretary of State in accordance with the provisions of NRS 87A.540 or 88.575 may not commence or maintain any action, suit or proceeding in any court of this State until it has registered in this State.

      3.  The failure of a limited-liability limited partnership, formed pursuant to an agreement governed by the laws of another state and purporting to do business in this State as a foreign registered limited-liability limited partnership, to register with the Secretary of State in accordance with the provisions of NRS 87A.540 or 88.575 does not impair the validity of any contract or act of the limited-liability limited partnership or prevent the limited-liability limited partnership from defending any action, suit or proceeding in any court of this State.

      4.  When the Secretary of State is advised that a limited-liability limited partnership, formed pursuant to an agreement governed by the laws of another state, is subject to the fine described in subsection 1, he may, as soon as practicable, instruct the district attorney of the county where the limited-liability limited partnership has its principal place of business or the Attorney General, or both, to institute proceedings to recover the fine. If the district attorney or the Attorney General prevails in a proceeding to recover the fine described in subsection 1, the district attorney or the Attorney General is entitled to recover the costs of the proceeding, including, without limitation, the cost of any investigation and reasonable attorney’s fees.

      5.  A limited partner of a limited-liability limited partnership, formed pursuant to an agreement governed by the laws of another state, is not liable as a general partner of the limited-liability limited partnership solely by reason of having transacted business in this State without registration.

      6.  A limited-liability limited partnership, formed pursuant to an agreement governed by the laws of another state, by transacting business in this State without registering with the Secretary of State in accordance with the provisions of NRS 87A.540 or 88.575, appoints the Secretary of State as its agent for service of process with respect to causes of action arising out of the transaction of business in this State.

      7.  The Secretary of State may adopt regulations to administer the provisions of this section.

      Sec. 40.  NRS 87A.010 is hereby amended to read as follows:

      87A.010  As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 87A.015 to 87A.140, inclusive, and section 38 of this act have the meanings ascribed to them in those sections.

      Sec. 41.  NRS 87A.060 is hereby amended to read as follows:

      87A.060  “Limited partnership,” except in the phrases “foreign limited partnership,” “foreign limited-liability limited partnership” and “foreign registered limited-liability limited partnership,” means an entity, having one or more general partners and one or more limited partners, which is formed under this chapter by two or more persons.

 


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under this chapter by two or more persons. The term includes a registered limited-liability limited partnership [.] and a restricted limited partnership.

      Sec. 41.5.  NRS 87A.100 is hereby amended to read as follows:

      87A.100  “Registered limited-liability limited partnership” means a limited partnership:

      1.  Formed pursuant to an agreement governed by this chapter; and

      2.  Registered pursuant to and complying with NRS 87A.630 to 87A.655, inclusive [.] , and sections 39.5 and 39.7 of this act.

      Sec. 42.  NRS 87A.195 is hereby amended to read as follows:

      87A.195  A limited partnership shall maintain at its designated office the following information:

      1.  A current list showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order.

      2.  A copy of the certificate of limited partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment or restatement has been signed.

      3.  A copy of any filed articles of conversion or merger.

      4.  A copy of the limited partnership’s federal, state and local income tax returns and reports, if any, for the 3 most recent years.

      5.  A copy of any partnership agreement made in a record and any amendment made in a record to any partnership agreement.

      6.  A copy of any financial statement of the limited partnership for the 3 most recent years.

      7.  A copy of the three most recent annual lists filed with the Secretary of State pursuant to NRS 87A.290.

      8.  A copy of any record made by the limited partnership during the past 3 years of any consent given by or vote taken of any partner pursuant to this chapter or the partnership agreement.

      9.  Unless contained in a partnership agreement made in a record, a record stating:

      (a) The amount of cash, and a description and statement of the agreed value of the other benefits, contributed and agreed to be contributed by each partner;

      (b) The times at which, or events on the happening of which, any additional contributions agreed to be made by each partner are to be made;

      (c) For any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity; and

      (d) Any events upon the happening of which the limited partnership is to be dissolved and its activities wound up.

Ê In lieu of keeping at the designated office the information required in subsections 1, 4 and 6 to 9, inclusive, the limited partnership may keep a statement with the registered agent setting out the name of the custodian of the information required in subsections 1, 4 and 6 to 9, inclusive, and the present and complete post office address, including street and number, if any, where the information required in subsections 1, 4 and 6 to 9, inclusive, is kept.

      Sec. 43.  NRS 87A.200 is hereby amended to read as follows:

      87A.200  1.  A limited partnership shall maintain at its registered office or principal place of business in this State [:

 


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      (a) A current list of each general partner; or

      (b) A] a statement indicating where [such a list] the list required pursuant to subsection 1 of NRS 87A.195 is maintained.

      2.  The limited partnership shall:

      (a) Provide the Secretary of State with the name and contact information of the custodian of the list described in subsection 1 [.] , if different than the registered agent for such limited partnership. The information required pursuant to this paragraph shall be kept confidential by the Secretary of State.

      (b) Provide written notice to the Secretary of State within 10 days after any change in the [information contained in] custodian of the list described in subsection 1.

      3.  Upon the request of any law enforcement agency in the course of a criminal investigation, the Secretary of State may require a limited partnership to:

      (a) Submit to the Secretary of State, within 3 business days, a copy of the list required to be maintained pursuant to subsection 1 [;] of NRS 87A.195; or

      (b) Answer any interrogatory submitted by the Secretary of State that will assist in the criminal investigation.

      4.  If a limited partnership fails to comply with any requirement pursuant to subsection 3, the Secretary of State may take any action necessary, including, without limitation, the suspension or revocation of the right of the limited partnership to transact any business in this State.

      5.  The Secretary of State shall not reinstate or revive the right of a limited partnership to transact any business in this State that was revoked or suspended pursuant to subsection 4 unless:

      (a) The limited partnership complies with the requirements of subsection 3; or

      (b) The law enforcement agency conducting the investigation advises the Secretary of State to reinstate or revive the right of the limited partnership to transact business in this State.

      6.  The Secretary of State may adopt regulations to administer the provisions of this section.

      Sec. 44.  NRS 87A.235 is hereby amended to read as follows:

      87A.235  1.  In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the Secretary of State for filing. The certificate must state:

      (a) The name of the limited partnership;

      (b) The information required pursuant to NRS 77.310;

      (c) The name and the street and mailing address of each general partner; [and]

      (d) Any additional information required by chapter 92A of NRS [.] ; and

      (e) If the limited partnership is to be a restricted limited partnership, a statement to that effect.

      2.  A certificate of limited partnership may also contain any other matters but may not vary or otherwise affect the provisions specified in subsection 2 of NRS 87A.190 in a manner inconsistent with that section.

      3.  If there has been substantial compliance with subsection 1, a limited partnership is formed on the later of the filing of the certificate of limited partnership or a date specified in the certificate of limited partnership.

 


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      4.  Subject to subsection 2, if any provision of a partnership agreement is inconsistent with the filed certificate of limited partnership or with a filed certificate of withdrawal, certificate of cancellation or statement of change or filed articles of conversion or merger:

      (a) The partnership agreement prevails as to partners and transferees; and

      (b) The filed certificate of limited partnership, certificate of withdrawal, certificate of cancellation or statement of change or articles of conversion or merger prevail as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment.

      Sec. 45.  NRS 87A.535 is hereby amended to read as follows:

      87A.535  Subject to the Constitution of this State:

      1.  The laws of the state or jurisdiction under which a foreign limited partnership is organized govern [:

      (a) Relations among the partners of the foreign limited partnership and between the partners and the foreign limited partnership; and

      (b) The liability of partners as partners for an obligation of the foreign limited partnership; and] its organization, internal affairs and the liability of its limited partners.

      2.  A foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this State.

      Sec. 46.  NRS 87A.550 is hereby amended to read as follows:

      87A.550  Except as otherwise provided in NRS 87A.655, a foreign limited partnership may register with the Secretary of State under any name, whether or not it is the name under which it is registered in its state of organization, that [includes without abbreviation] contains the words “limited partnership” or the abbreviations “L.P.” or “LP” and that could be registered by a domestic limited partnership.

      Sec. 47.  NRS 87A.575 is hereby amended to read as follows:

      87A.575  1.  Each list required to be filed under the provisions of NRS 87A.560 to 87A.600, inclusive, must, after the name of each [managing] general partner listed thereon, set forth the address, either residence or business, of each [managing] general partner.

      2.  If the addresses are not stated for each person on any list offered for filing, the Secretary of State may refuse to file the list, and the foreign limited partnership for which the list has been offered for filing is subject to all the provisions of NRS 87A.560 to 87A.600, inclusive, relating to failure to file the list within or at the times therein specified, unless a list is subsequently submitted for filing which conforms to the provisions of this section.

      Sec. 48.  NRS 87A.595 is hereby amended to read as follows:

      87A.595  1.  Except as otherwise provided in subsections 3 and 4 and NRS 87A.580, the Secretary of State shall reinstate a foreign limited partnership which has forfeited or which forfeits its right to transact business under the provisions of this chapter and shall restore to the foreign limited partnership its right to transact business in this State, and to exercise its privileges and immunities, if it:

      (a) Files with the Secretary of State:

            (1) The list required by NRS 87A.560;

            (2) The statement required by NRS 87A.565, if applicable; and

            (3) The information required pursuant to NRS 77.310; and

 


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      (b) Pays to the Secretary of State:

            (1) The filing fee and penalty set forth in NRS 87A.560 and 87A.585 for each year or portion thereof that its right to transact business was forfeited;

            (2) The fee set forth in NRS 87A.565, if applicable; and

            (3) A fee of $300 for reinstatement.

      2.  When the Secretary of State reinstates the foreign limited partnership, he shall issue to the foreign limited partnership a certificate of reinstatement if the foreign limited partnership:

      (a) Requests a certificate of reinstatement; and

      (b) Pays the required fees pursuant to NRS 87A.315.

      3.  The Secretary of State shall not order a reinstatement unless all delinquent fees and penalties have been paid and the revocation of the right to transact business occurred only by reason of failure to pay the fees and penalties.

      4.  If the right of a foreign limited partnership to transact business in this State has been forfeited pursuant to the provisions of this chapter and has remained forfeited for a period of 5 consecutive years, the right is not subject to reinstatement.

      5.  [If the right of a foreign limited partnership to transact business in this State is reinstated pursuant to this section, the reinstatement relates back to and takes effect on the effective date of the revocation, and the foreign limited partnership’s status as a foreign limited partnership continues as if the revocation had never occurred.] Except as otherwise provided in NRS 87A.600, a reinstatement pursuant to this section relates back to the date on which the foreign limited partnership forfeited its right to transact business under the provisions of this chapter and reinstates the foreign limited partnership’s right to transact business as if such right had at all times remained in full force and effect.

      Sec. 48.5.  NRS 87A.610 is hereby amended to read as follows:

      87A.610  1.  [A] Every foreign limited partnership transacting business in this State [may] which willfully fails or neglects to register with the Secretary of State in accordance with the provisions of NRS 87A.540 or 88.575 is subject to a fine of not less than $1,000 but not more than $10,000, to be recovered in a court of competent jurisdiction.

      2.  Every foreign limited partnership transacting business in this State which fails or neglects to register with the Secretary of State in accordance with the provisions of NRS 87A.540 or 88.575 may not commence or maintain any action, suit or proceeding in any court of this State until it has registered [in this State.] with the Secretary of State.

      [2.] 3.  The failure of a foreign limited partnership to register [in this State] with the Secretary of State does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit or proceeding in any court of this State.

      [3.] 4.  When the Secretary of State is advised that a foreign limited partnership is subject to the fine described in subsection 1, he may, as soon as practicable, instruct the district attorney of the county where the foreign limited partnership has its principal place of business or the Attorney General, or both, to institute proceedings to recover any applicable fine provided for in this section. If the district attorney or the Attorney General prevails in a proceeding to recover a fine pursuant to this section, the district attorney or the Attorney General is entitled to recover the costs of the proceeding, including, without limitation, the cost of any investigation and reasonable attorney’s fees.

 


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district attorney or the Attorney General is entitled to recover the costs of the proceeding, including, without limitation, the cost of any investigation and reasonable attorney’s fees.

      5.  A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this State without registration.

      [4.] 6.  A foreign limited partnership, by transacting business in this State without [registration,] registering with the Secretary of State, appoints the Secretary of State as its agent for service of process with respect to causes of action arising out of the transaction of business in this State.

      7.  The Secretary of State may adopt regulations to administer the provisions of this section.

      Sec. 49.  Chapter 88 of NRS is hereby amended by adding thereto the provisions set forth as sections 49.2 to 49.8, inclusive, of this act.

      Sec. 49.2.  1.  If the limited partnership has elected in its certificate of limited partnership to be a restricted limited partnership pursuant to NRS 88.350, subject to the provisions of NRS 88.520, and unless otherwise provided in the certificate of limited partnership, the limited partnership shall not make any distributions to its partners with respect to their partnership interests until 10 years after:

      (a) The date of formation of the restricted limited partnership as long as the original certificate of limited partnership elected to be treated as a restricted limited partnership and as long as the limited partnership has remained a restricted limited partnership since the date of formation; or

      (b) The effective date of the amendment to the certificate of limited partnership in which the limited partnership elected to be treated as a restricted limited partnership and as long as the limited partnership has remained a restricted limited partnership since the effective date of the amendment.

      2.  The provisions of this section apply as the default provisions of a restricted limited partnership to the extent the provisions of this section are inconsistent with or add to the other provisions of this chapter and to the extent not otherwise modified in the certificate of limited partnership of the restricted limited partnership.

      Sec. 49.4.  1.  Every person, other than a foreign limited partnership, who is purporting to do business in this State as a limited partnership and who willfully fails or neglects to file with the Secretary of State a certificate of limited partnership is subject to a fine of not less than $1,000 but not more than $10,000, to be recovered in a court of competent jurisdiction.

      2.  When the Secretary of State is advised that a person, other than a foreign limited partnership, is subject to the fine described in subsection 1, he may, as soon as practicable, instruct the district attorney of the county in which the person’s principal place of business is located or the Attorney General, or both, to institute proceedings to recover the fine. If the district attorney or the Attorney General prevails in a proceeding to recover the fine described in subsection 1, the district attorney or the Attorney General is entitled to recover the costs of the proceeding, including, without limitation, the cost of any investigation and reasonable attorney’s fees.

      3.  The Secretary of State may adopt regulations to administer the provisions of this section.

 


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      Sec. 49.6.  1.  Every person, other than a limited-liability limited partnership formed pursuant to an agreement governed by the laws of another state, who is purporting to do business in this State as a registered limited-liability limited partnership and who willfully fails or neglects to file with the Secretary of State a certificate of registration is subject to a fine of not less than $1,000 but not more than $10,000, to be recovered in a court of competent jurisdiction.

      2.  When the Secretary of State is advised that a person is subject to the fine described in subsection 1, he may, as soon as practicable, instruct the district attorney of the county in which the person’s principal place of business is located or the Attorney General, or both, to institute proceedings to recover the fine. If the district attorney or the Attorney General prevails in a proceeding to recover the fine described in this section, the district attorney or the Attorney General is entitled to recover the costs of the proceeding, including, without limitation, the cost of any investigation and reasonable attorney’s fees.

      3.  The Secretary of State may adopt regulations to administer the provisions of this section.

      Sec. 49.8.  1.  Every limited-liability limited partnership, formed pursuant to an agreement governed by the laws of another state, which is purporting to transact business in this State as a foreign registered limited-liability limited partnership and which willfully fails or neglects to register with the Secretary of State in accordance with the provisions of NRS 87A.540 or 88.575 is subject to a fine of not less than $1,000 but not more than $10,000, to be recovered in a court of competent jurisdiction.

      2.  Every limited-liability limited partnership, formed pursuant to an agreement governed by the laws of another state, which is purporting to transact business in this State as a foreign registered limited-liability limited partnership and which fails or neglects to register with the Secretary of State in accordance with the provisions of NRS 87A.540 or 88.575 may not commence or maintain any action, suit or proceeding in any court of this State until it has registered in this State.

      3.  The failure of a limited-liability limited partnership, formed pursuant to an agreement governed by the laws of another state and purporting to do business in this State as a foreign registered limited-liability limited partnership, to register with the Secretary of State in accordance with the provisions of NRS 87A.540 or 88.575 does not impair the validity of any contract or act of the limited-liability limited partnership or prevent the limited-liability limited partnership from defending any action, suit or proceeding in any court of this State.

      4.  When the Secretary of State is advised that a limited-liability limited partnership, formed pursuant to an agreement governed by the laws of another state, is subject to the fine described in subsection 1, he may, as soon as practicable, instruct the district attorney of the county where the limited-liability limited partnership has its principal place of business or the Attorney General, or both, to institute proceedings to recover the fine. If the district attorney or the Attorney General prevails in a proceeding to recover the fine described in subsection 1, the district attorney or the Attorney General is entitled to recover the costs of the proceeding, including, without limitation, the cost of any investigation and reasonable attorney’s fees.

 


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      5.  A limited partner of a limited-liability limited partnership, formed pursuant to an agreement governed by the laws of another state, is not liable as a general partner of the limited-liability limited partnership solely by reason of having transacted business in this State without registration.

      6.  A limited-liability limited partnership, formed pursuant to an agreement governed by the laws of another state, by transacting business in this State without registering with the Secretary of State in accordance with the provisions of NRS 87A.540 or 88.575, appoints the Secretary of State as its agent for service of process with respect to causes of action arising out of the transaction of business in this State.

      7.  The Secretary of State may adopt regulations to administer the provisions of this section.

      Sec. 50.  NRS 88.315 is hereby amended to read as follows:

      88.315  As used in this chapter, unless the context otherwise requires:

      1.  “Certificate of limited partnership” means the certificate referred to in NRS 88.350, and the certificate as amended or restated.

      2.  “Contribution” means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his capacity as a partner.

      3.  “Event of withdrawal of a general partner” means an event that causes a person to cease to be a general partner as provided in NRS 88.450.

      4.  “Foreign limited partnership” means a partnership formed under the laws of any state other than this State and having as partners one or more general partners and one or more limited partners.

      5.  “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 partner’s 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.

 


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      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, and section 49.4 of this act, 88.606, 88.6065 and 88.607.

      14.  “Registered agent” has the meaning ascribed to it in NRS 77.230.

      15.  “Registered office” means the office maintained at the street address of the registered agent.

      16.  “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.

      [17.] 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 and adopt or accept a record. The term includes, without limitation, an electronic signature as defined in NRS 719.100.

      [18.] 19.  “State” means a state, territory or possession of the United States, the District of Columbia or the Commonwealth of Puerto Rico.

      [19.] 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. 51.  NRS 88.3355 is hereby amended to read as follows:

      88.3355  1.  A limited partnership shall maintain at its registered office or principal place of business in this State [:

      (a) A current list of each general partner; or

      (b) A] a statement indicating where [such a list] the list required pursuant to paragraph (a) of subsection 1 of NRS 88.335 is maintained.

      2.  The limited partnership shall:

      (a) Provide the Secretary of State with the name and contact information of the custodian of the list described in subsection 1 [.] , if different than the registered agent for such limited partnership. The information required pursuant to this paragraph shall be kept confidential by the Secretary of State.

      (b) Provide written notice to the Secretary of State within 10 days after any change in the [information contained in] custodian of the list described in subsection 1.

      3.  Upon the request of any law enforcement agency in the course of a criminal investigation, the Secretary of State may require a limited partnership to:

      (a) Submit to the Secretary of State, within 3 business days, a copy of the list required to be maintained pursuant to paragraph (a) of subsection 1 [;] of NRS 88.335; or

      (b) Answer any interrogatory submitted by the Secretary of State that will assist in the criminal investigation.

      4.  If a limited partnership fails to comply with any requirement pursuant to subsection 3, the Secretary of State may take any action necessary, including, without limitation, the suspension or revocation of the right of the limited partnership to transact any business in this State.

      5.  The Secretary of State shall not reinstate or revive the right of a limited partnership to transact any business in this State that was revoked or suspended pursuant to subsection 4 unless:

 


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      (a) The limited partnership complies with the requirements of subsection 3; or

      (b) The law enforcement agency conducting the investigation advises the Secretary of State to reinstate or revive the right of the limited partnership to transact business in this State.

      6.  The Secretary of State may adopt regulations to administer the provisions of this section.

      Sec. 52.  NRS 88.350 is hereby amended to read as follows:

      88.350  1.  In order to form a limited partnership, a certificate of limited partnership must be signed and filed in the Office of the Secretary of State. The certificate must set forth:

      (a) The name of the limited partnership;

      (b) The information required pursuant to NRS 77.310;

      (c) The name and business address of each organizer executing the certificate;

      (d) The name and business address of each initial general partner;

      (e) The latest date upon which the limited partnership is to dissolve; [and]

      (f) If the limited partnership is to be a restricted limited partnership, a statement to that effect; and

      (g) Any other matters the organizers determine to include therein.

      2.  A limited partnership is formed at the time of the filing of the certificate of limited partnership in the Office of the Secretary of State or at any later time specified in the certificate of limited partnership if there has been substantial compliance with the requirements of this section.

      Sec. 52.5.  NRS 88.375 is hereby amended to read as follows:

      88.375  1.  Each certificate required by NRS 88.350 to 88.390, inclusive, and section 49.4 of this act, to be filed in the Office of the Secretary of State must be signed in the following manner:

      (a) An original certificate of limited partnership must be signed by all organizers;

      (b) A certificate of amendment must be signed by at least one general partner and by each other general partner designated in the certificate as a new general partner; and

      (c) A certificate of cancellation must be signed by all general partners.

      2.  Any person may sign a certificate by an attorney-in-fact, but a power of attorney to sign a certificate relating to the admission of a general partner must specifically describe the admission.

      3.  The signing of a certificate by a general partner constitutes an affirmation under the penalties of perjury that the facts stated therein are true.

      Sec. 53.  NRS 88.570 is hereby amended to read as follows:

      88.570  Subject to the constitution of this State:

      1.  The laws of the state or jurisdiction under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners; and

      2.  A foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this State.

      Sec. 54.  NRS 88.575 is hereby amended to read as follows:

      88.575  Before transacting business in this State, a foreign limited partnership shall register with the Secretary of State. In order to register, a foreign limited partnership shall submit to the Secretary of State an application for registration as a foreign limited partnership, signed by a general partner.

 


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application for registration as a foreign limited partnership, signed by a general partner. The application for registration must set forth:

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

      2.  The state [and date of its formation;] or jurisdiction under whose law the foreign limited partnership is organized and the date of its organization.

      3.  The information required pursuant to NRS 77.310;

      4.  A statement that the Secretary of State is appointed the agent of the foreign limited partnership for service of process if the registered agent’s authority has been revoked or if the registered agent cannot be found or served with the exercise of reasonable diligence;

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

      6.  The name and business address of each general partner; and

      7.  The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions, together with an undertaking by the foreign limited partnership to keep those records until the foreign limited partnership’s registration in this State is cancelled or withdrawn.

      Sec. 55.  NRS 88.5925 is hereby amended to read as follows:

      88.5925  1.  Each list required to be filed under the provisions of NRS 88.591 to 88.5945, inclusive, must, after the name of each [managing] general partner listed thereon, set forth the address, either residence or business, of each [managing] general partner.

      2.  If the addresses are not stated for each person on any list offered for filing, the Secretary of State may refuse to file the list, and the foreign limited partnership for which the list has been offered for filing is subject to all the provisions of NRS 88.591 to 88.5945, inclusive, relating to failure to file the list within or at the times therein specified, unless a list is subsequently submitted for filing which conforms to the provisions of this section.

      Sec. 55.5.  NRS 88.600 is hereby amended to read as follows:

      88.600  1.  [A] Every foreign limited partnership transacting business in this State [may] which willfully fails or neglects to register with the Secretary of State in accordance with the provisions of NRS 87A.540 or 88.575 is subject to a fine of not less than $1,000 but not more than $10,000, to be recovered in a court of competent jurisdiction.

      2.  Every foreign limited partnership transacting business in this State which fails or neglects to register with the Secretary of State in accordance with the provisions of NRS 87A.540 or 88.575 may not commence or maintain any action, suit or proceeding in any court of this State until it has registered in this State.

      [2.] 3.  The failure of a foreign limited partnership to register [in this State] with the Secretary of State does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit or proceeding in any court of this State.

      [3.] 4.  When the Secretary of State is advised that a foreign limited partnership is subject to the fine described in subsection 1, he may, as soon as practicable, instruct the district attorney of the county where the foreign limited partnership has its principal place of business or the Attorney General, or both, to institute proceedings to recover the fine.

 


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limited partnership has its principal place of business or the Attorney General, or both, to institute proceedings to recover the fine. If the district attorney or the Attorney General prevails in a proceeding to recover the fine described in subsection 1, the district attorney or the Attorney General is entitled to recover the costs of the proceeding, including, without limitation, the cost of any investigation and reasonable attorney’s fees.

      5.  A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this State without registration.

      [4.] 6.  A foreign limited partnership, by transacting business in this State without [registration,] registering with the Secretary of State, appoints the Secretary of State as its agent for service of process with respect to causes of action arising out of the transaction of business in this State.

      7.  The Secretary of State may adopt regulations to administer the provisions of this section.

      Sec. 56.  NRS 88.608 is hereby amended to read as follows:

      88.608  1.  Unless otherwise provided by the [articles of organization] certificate of limited partnership or partnership agreement, a partner of a registered limited-liability limited partnership is not personally liable for a debt or liability of the registered limited-liability limited partnership unless the trier of fact determines that adherence to the fiction of a separate entity would sanction fraud or promote a manifest injustice.

      2.  For purposes of this section, the failure of a registered limited-liability limited partnership to observe the formalities or requirements relating to the management of the registered limited-liability limited partnership, in and of itself, is not sufficient to establish grounds for imposing personal liability on a partner for a debt or liability of the registered limited-liability limited partnership.

      Sec. 56.2.  Chapter 88A of NRS is hereby amended by adding thereto a new section to read as follows:

      1.  Every person, other than a foreign business trust, who is purporting to do business in this State as a business trust and who willfully fails or neglects to file with the Secretary of State a certificate of trust is subject to a fine of not less than $1,000 but not more than $10,000, to be recovered in a court of competent jurisdiction.

      2.  When the Secretary of State is advised that a person, other than a foreign business trust, is subject to the fine described in subsection 1, he may, as soon as practicable, instruct the district attorney of the county in which the person’s principal place of business is located or the Attorney General, or both, to institute proceedings to recover the fine. If the district attorney or the Attorney General prevails in a proceeding to recover the fine described in subsection 1, the district attorney or the Attorney General is entitled to recover the costs of the proceeding, including, without limitation, the cost of any investigation and reasonable attorney’s fees.

      3.  The Secretary of State may adopt regulations to administer the provisions of this section.

      Sec. 56.4.  NRS 88A.750 is hereby amended to read as follows:

      88A.750  1.  [A] Every foreign business trust transacting business in this State [may] which willfully fails or neglects to register with the Secretary of State pursuant to the provisions of NRS 88A.710 is subject to a fine of not less than $1,000 but not more than $10,000, to be recovered in a court of competent jurisdiction.

 


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      2.  Every foreign business trust transacting business in this State which fails or neglects to register with the Secretary of State pursuant to the provisions of NRS 88A.710 may not commence or maintain any action, suit or proceeding in any court of this State until it has registered [in this State.

      2.]  with the Secretary of State.

      3.  The failure of a foreign business trust to register [in this State] with the Secretary of State does not impair the validity of any contract or act of the foreign business trust or prevent the foreign business trust from defending any action, suit or proceeding in any court of this State.

      [3.] 4.  When the Secretary of State is advised that a foreign business trust is subject to the fine described in subsection 1, he may, as soon as practicable, instruct the district attorney of the county where the foreign business trust has its principal place of business or the Attorney General, or both, to institute proceedings to recover the fine. If the district attorney or the Attorney General prevails in a proceeding to recover the fine described in subsection 1, the district attorney or the Attorney General is entitled to recover the costs of the proceeding, including, without limitation, the cost of any investigation and reasonable attorney’s fees.

      5.  A foreign business trust, by transacting business in this State without [registration,] registering with the Secretary of State, appoints the Secretary of State as its agent for service of process with respect to causes of action arising out of the transaction of business in this State.

      6.  The Secretary of State may adopt regulations to administer the provisions of this section.

      Sec. 56.6.  Chapter 89 of NRS is hereby amended by adding thereto a new section to read as follows:

      1.  Every person who is purporting to do business in this State as a professional association and who willfully fails or neglects to file with the Secretary of State articles of association is subject to a fine of not less than $1,000 but not more than $10,000, to be recovered in a court of competent jurisdiction.

      2.  When the Secretary of State is advised that a person is subject to the fine described in subsection 1, he may, as soon as practicable, instruct the district attorney of the county in which the person’s principal place of business is located or the Attorney General, or both, to institute proceedings to recover the fine. If the district attorney or the Attorney General prevails in a proceeding to recover the fine described in subsection 1, the district attorney or the Attorney General is entitled to recover the costs of the proceeding, including, without limitation, the cost of any investigation and reasonable attorney’s fees.

      3.  The Secretary of State may adopt regulations to administer the provisions of this section.

      Sec. 56.8.  NRS 89.025 is hereby amended to read as follows:

      89.025  Except as otherwise provided in NRS 89.200 to 89.270, inclusive, and section 56.6 of this act, the fees set forth in NRS 78.755 to 78.785, inclusive, apply to professional corporations and the fees set forth in NRS 86.561 apply to professional limited-liability companies.

      Sec. 57.  NRS 89.040 is hereby amended to read as follows:

      89.040  1.  One or more persons may organize a professional entity in the manner provided for organizing a corporation pursuant to chapter 78 of NRS or a limited-liability company pursuant to chapter 86 of NRS. Each person organizing the professional entity must, except as otherwise provided in subsection 2 of NRS 89.050, be authorized to perform the professional service for which the professional entity is organized.

 


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person organizing the professional entity must, except as otherwise provided in subsection 2 of NRS 89.050, be authorized to perform the professional service for which the professional entity is organized. The articles must contain the following additional information:

      (a) The profession to be practiced by means of the professional entity.

      (b) The names and addresses, either residence or business, of the original stockholders and directors of the professional corporation or the original members and managers of the professional limited-liability company.

      (c) Except as otherwise provided in [paragraph (d) of this subsection,] paragraphs (d) and (e), a certificate from the regulating board of the profession to be practiced showing that each of the directors, stockholders, managers or members who is a natural person, is licensed to practice the profession.

      (d) For a professional entity organized pursuant to this chapter and practicing pursuant to the provisions of NRS 623.349, a certificate from the regulating board or boards of the profession or professions to be practiced showing that control and two-thirds ownership of the professional entity is held by persons registered or licensed pursuant to the applicable provisions of chapter 623, 623A or 625 of NRS. As used in this paragraph, “control” has the meaning ascribed to it in NRS 623.349.

      (e) For a professional entity formed pursuant to subsection 5 of NRS 89.070, a certificate from the State Bar of Nevada showing at least one stockholder or member who is a natural person is admitted by the Supreme Court of the State of Nevada to practice law as a member of the State Bar of Nevada.

      2.  The corporate name of a professional corporation must contain the words “Professional Corporation” or the abbreviation “Prof. Corp.,” “P.C.” or “PC,” or the word “Chartered” or the abbreviation “Chtd.,” or “Limited” or the abbreviation “Ltd.” The corporate name must contain the last name of one or more of its current or former stockholders.

      3.  The name of a professional limited-liability company must contain the words “Professional Limited-Liability Company” or the abbreviations “Prof. L.L.C.,” “Prof. LLC,” “P.L.L.C.,” “PLLC,” or the word “Chartered” or the abbreviation “Chtd.,” or “Limited” or the abbreviation “Ltd.” The name of a professional limited-liability company must contain the last name of one or more of its current or former members.

      4.  The professional entity may render professional services and exercise its authorized powers under a fictitious name if the professional entity has first registered the name in the manner required by chapter 602 of NRS.

      Sec. 58.  NRS 89.070 is hereby amended to read as follows:

      89.070  1.  Except as otherwise provided in this section and NRS 623.349:

      (a) No professional entity may issue any of its owner’s interest to anyone other than a natural person who is licensed to render the same specific professional services as those for which the professional entity was formed.

      (b) No owner may enter into a voting trust agreement or any other type of agreement vesting another person with the authority to exercise the voting power of any or all of his owner’s interest, unless the other person is licensed to render the same specific professional services as those for which the professional entity was formed.

      (c) No owner’s interest may be sold or transferred except to a natural person who is eligible to be an owner or to the personal representative or estate of a deceased or legally incompetent stockholder.

 


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estate of a deceased or legally incompetent stockholder. The personal representative or estate of the owner may continue to own the owner’s interest for a reasonable period, but may not participate in any decisions concerning the rendering of professional services.

Ê The articles, bylaws or operating agreement of the professional entity may provide specifically for additional restrictions on the transfer of an owner’s interest and may provide for the redemption or purchase of the owner’s interest by the professional entity, its owners or an eligible individual account plan complying with the requirements of subsection 2 at prices and in a manner specifically set forth. An owner may transfer his owner’s interest in the professional entity or any other interest in the assets of the professional entity to a revocable trust if he acts as trustee of the revocable trust and any person who acts as cotrustee and is not licensed to perform the services for which the professional entity was formed does not participate in any decisions concerning the rendering of those services.

      2.  Except as otherwise provided in NRS 623.349, a person not licensed to render the professional services for which the professional entity was formed may own a beneficial interest in any of the assets, including an owner’s interest, held for his account by an eligible individual account plan sponsored by the professional entity for the benefit of its employees, which is intended to qualify under section 401 of the Internal Revenue Code, 26 U.S.C. § 401, if the terms of the trust are such that the total number of shares which may be distributed for the benefit of persons not licensed to render the professional services for which the professional entity was formed is less than a controlling interest and:

      (a) The trustee of the trust is licensed to render the same specific professional services as those for which the professional entity was formed; or

      (b) The trustee is not permitted to participate in any decisions concerning the rendering of professional services in his capacity as trustee.

Ê A trustee who is individually an owner may participate in his individual capacity as an owner, manager, director or officer in any decision.

      3.  Except as otherwise provided in subsection 4, a professional entity in which all the owners who are natural persons are licensed to render the same specific professional service may acquire and hold an owner’s interest in another professional entity or in a similar entity organized pursuant to the corresponding law of another state, only if all the owners who are natural persons of the professional entity whose stock is acquired are licensed in that professional entity’s state of formation to render the same specific professional service as the owners who are natural persons of the professional entity that acquires the owner’s interest.

      4.  A professional entity practicing pursuant to NRS 623.349 in which all the owners are natural persons, regardless of whether or not the natural persons are licensed to render the same specific professional service, may acquire and hold an owner’s interest in another professional entity or in a similar entity organized pursuant to the corresponding law of another state if control and two-thirds ownership of the business organization or association that is acquired is held by persons registered or licensed pursuant to the applicable provisions of chapter 623, 623A or 625 of NRS. As used in this subsection, “control” has the meaning ascribed to it in NRS 623.349.

      5.  An attorney may form a legal services professional entity that is organized or incorporated in the State of Nevada with one or more natural persons, each of whom is a member in good standing and eligible to practice before the bar of any jurisdiction of the United States, and such legal services entity may issue an owner’s interest to a natural person who is a member in good standing and eligible to practice before the bar of any jurisdiction of the United States provided that at least one attorney admitted by the Supreme Court of the State of Nevada to practice law as a member of the State Bar of Nevada owns an owner’s interest in the professional entity.

 


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persons, each of whom is a member in good standing and eligible to practice before the bar of any jurisdiction of the United States, and such legal services entity may issue an owner’s interest to a natural person who is a member in good standing and eligible to practice before the bar of any jurisdiction of the United States provided that at least one attorney admitted by the Supreme Court of the State of Nevada to practice law as a member of the State Bar of Nevada owns an owner’s interest in the professional entity.

      6.  Any act in violation of this section is void and does not pass any rights or privileges or vest any powers, except to an innocent person who is not an owner and who has relied on the effectiveness of the action.

      Sec. 59.  Chapter 92A of NRS is hereby amended by adding thereto a new section to read as follows:

      “Senior executive” means the chief executive officer, chief operating officer, chief financial officer or anyone in charge of a principal business unit or function of a domestic corporation.

      Sec. 60.  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, inclusive, and section 59 of this act have the meanings ascribed to them in those sections.

      Sec. 61.  NRS 92A.180 is hereby amended to read as follows:

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

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

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

 


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

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

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

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

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

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

      Sec. 62.  (Deleted by amendment.)

      Sec. 62.5.  NRS 92A.205 is hereby amended to read as follows:

      92A.205  1.  After a plan of conversion is approved as required by this chapter, if the resulting entity is a domestic entity, the constituent entity shall deliver to the Secretary of State for filing:

      (a) Articles of conversion setting forth:

            (1) The name and jurisdiction of organization of the constituent entity and the resulting entity; and

            (2) That a plan of conversion has been adopted by the constituent entity in compliance with the law of the jurisdiction governing the constituent entity.

      (b) The charter document of the domestic resulting entity required by the applicable provisions of chapter 78, 78A, 82, 86, 87A, 88, 88A or 89 of NRS.

      (c) The information required pursuant to NRS 77.310.

      2.  After a plan of conversion is approved as required by this chapter, if the resulting entity is a foreign entity, the constituent entity shall deliver to the Secretary of State for filing articles of conversion setting forth:

      (a) The name and jurisdiction of organization of the constituent entity and the resulting entity;

      (b) That a plan of conversion has been adopted by the constituent entity in compliance with the laws of this State; and

      (c) The address of the resulting entity where copies of process may be sent by the Secretary of State.

      3.  If the entire plan of conversion is not set forth in the articles of conversion, the filing party must include in the articles of conversion a statement that the complete signed plan of conversion is on file at the registered office or principal place of business of the resulting entity or, if the resulting entity is a domestic limited partnership, the office described in paragraph (a) of subsection 1 of NRS 87A.215 or paragraph (a) of subsection 1 of NRS 88.330.

 


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      4.  If the conversion takes effect on a later date specified in the articles of conversion pursuant to NRS 92A.240, the charter document to be filed with the Secretary of State pursuant to paragraph (b) of subsection 1 must state the name and the jurisdiction of the constituent entity and that the existence of the resulting entity does not begin until the later date.

      5.  Any records filed with the Secretary of State pursuant to this section must be accompanied by the fees required pursuant to this title for filing the charter document.

      Sec. 63.  NRS 92A.270 is hereby amended to read as follows:

      92A.270  1.  Any undomesticated organization may become domesticated in this State as a domestic entity by:

      (a) Paying to the Secretary of State the fees required pursuant to this title for filing the charter document; and

      (b) Filing with the Secretary of State:

            (1) Articles of domestication which must be signed by an authorized representative of the undomesticated organization approved in compliance with subsection 6;

            (2) The appropriate charter document for the type of domestic entity; and

            (3) The information required pursuant to NRS 77.310.

      2.  The articles of domestication must set forth the:

      (a) Date when and the jurisdiction where the undomesticated organization was first formed, incorporated, organized or otherwise created;

      (b) Name of the undomesticated organization immediately before filing the articles of domestication;

      (c) Name and type of domestic entity as set forth in its charter document pursuant to subsection 1; and

      (d) Jurisdiction that constituted the principal place of business or central administration of the undomesticated organization, or any other equivalent thereto pursuant to applicable law,

Ê immediately before filing the articles of domestication.

      3.  Upon filing the articles of domestication and the charter document with the Secretary of State, and the payment of the requisite fee for filing the charter document of the domestic entity, the undomesticated organization is domesticated in this State as the domestic entity described in the charter document filed pursuant to subsection 1. The existence of the domestic entity begins on the date the undomesticated organization began its existence in the jurisdiction in which the undomesticated organization was first formed, incorporated, organized or otherwise created.

      4.  The domestication of any undomesticated organization does not affect any obligations or liabilities of the undomesticated organization incurred before its domestication.

      5.  The filing of the charter document of the domestic entity pursuant to subsection 1 does not affect the choice of law applicable to the undomesticated organization. From the date the charter document of the domestic entity is filed, the law of this State applies to the domestic entity to the same extent as if the undomesticated organization was organized and created as a domestic entity on that date.

      6.  Before filing articles of domestication, the domestication must be approved in the manner required by:

 


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      (a) The document, instrument, agreement or other writing governing the internal affairs of the undomesticated organization and the conduct of its business; and

      (b) Applicable foreign law.

      7.  When a domestication becomes effective, all rights, privileges and powers of the undomesticated organization, all property owned by the undomesticated organization, all debts due to the undomesticated organization, and all causes of action belonging to the undomesticated organization are vested in the domestic entity and become the property of the domestic entity to the same extent as vested in the undomesticated organization immediately before domestication. The title to any real property vested by deed or otherwise in the undomesticated organization is not reverted or impaired by the domestication. All rights of creditors and all liens upon any property of the undomesticated organization are preserved unimpaired and all debts, liabilities and duties of an undomesticated organization that has been domesticated attach to the domestic entity resulting from the domestication and may be enforced against it to the same extent as if the debts, liability and duties had been incurred or contracted by the domestic entity.

      8.  When an undomesticated organization is domesticated, the domestic entity resulting from the domestication is for all purposes deemed to be the same entity as the undomesticated organization. Unless otherwise agreed by the owners of the undomesticated organization or as required pursuant to applicable foreign law, the domestic entity resulting from the domestication is not required to wind up its affairs, pay its liabilities or distribute its assets. The domestication of an undomesticated organization does not constitute the dissolution of the undomesticated organization. The domestication constitutes a continuation of the existence of the undomesticated organization in the form of a domestic entity. If, following domestication, an undomesticated organization that has become domesticated pursuant to this section continues its existence in the foreign country or foreign jurisdiction in which it was existing immediately before the domestication, the domestic entity and the undomesticated organization are for all purposes a single entity formed, incorporated, organized or otherwise created and existing pursuant to the laws of this State and the laws of the foreign country or other foreign jurisdiction.

      9.  As used in this section, “undomesticated organization” means any incorporated organization, private law corporation, whether or not organized for business purposes, public law corporation, limited-liability company, general partnership, registered limited-liability partnership, limited partnership or registered limited-liability limited partnership, proprietorship, joint venture, foundation, business trust, real estate investment trust, common-law trust or any other unincorporated business formed, organized, created or the internal affairs of which are governed by the laws of any foreign country or jurisdiction other than the United States, the District of Columbia or another state, territory, possession, commonwealth or dependency of the United States.

      Sec. 64.  NRS 92A.320 is hereby amended to read as follows:

      92A.320  “Fair value,” with respect to a dissenter’s shares, means the value of the shares [immediately] determined:

 


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      1.  Immediately before the effectuation of the corporate action to which he objects, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable [.] ;

      2.  Using customary and current valuation concepts and techniques generally employed for similar businesses in the context of the transaction requiring appraisal; and

      3.  Without discounting for lack of marketability or minority status.

      Sec. 65.  NRS 92A.340 is hereby amended to read as follows:

      92A.340  Interest payable pursuant to NRS 92A.300 to 92A.500, inclusive, must be computed from the effective date of the action until the date of payment, at the [average rate currently paid by the entity on its principal bank loans or, if it has no bank loans, at a rate that is fair and equitable under all of the circumstances.] rate of interest most recently established pursuant to NRS 99.040.

      Sec. 66.  NRS 92A.380 is hereby amended to read as follows:

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

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

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

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

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

      [(c)] (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.

      [(d)] (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 [paragraph (a), (b) or (c)] this subsection that will result in the stockholder receiving money or scrip instead of fractional shares except where the stockholder would not be entitled to receive such payment pursuant to NRS 78.205, 78.2055 or 78.207.

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

      3.  From and after the effective date of any corporate action described in subsection 1, no stockholder who has exercised his right to dissent pursuant to NRS 92A.300 to 92A.500, inclusive, is entitled to vote his shares for any purpose or to receive payment of dividends or any other distributions on shares.

 


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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.

      Sec. 67.  NRS 92A.390 is hereby amended to read as follows:

      92A.390  1.  There is no right of dissent with respect to a plan of merger, conversion or exchange in favor of stockholders of any class or series which [, at the] is:

      (a) 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;

      (b) Traded in an organized market and 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 corporation’s subsidiaries, senior executives, directors and beneficial stockholders owning more than 10 percent of such shares; or

      (c) Issued by an open end management investment company registered with the Securities and Exchange Commission under the Investment Company Act of 1940 and which may be redeemed at the option of the holder at net asset value,

Ê unless the articles of incorporation of the corporation issuing the class or series provide otherwise.

      2.  The applicability of subsection 1 must be determined as of:

      (a) The record date fixed to determine the stockholders entitled to receive notice of and to vote at the meeting [at which the plan of merger or exchange is to be acted on, were either listed on a national securities exchange, included in the national market system by the National Association of Securities Dealers, Inc., or held by at least 2,000 stockholders of record, unless:

      (a) The articles of incorporation of the corporation issuing the shares provide otherwise;] of stockholders to act upon the corporate action requiring dissenter’s rights; or

      (b) [The holders of the class or series are required under the plan of merger or exchange to accept for the shares anything except:

            (1) Cash, owner’s interests or owner’s interests and cash in lieu of fractional owner’s interests of:

                  (I) The surviving or acquiring entity; or

                  (II) Any other entity which, at the effective date of the plan of merger or exchange, were either listed on a national securities exchange, included in the national market system by the National Association of Securities Dealers, Inc., or held of record by a least 2,000 holders of owner’s interests of record; or

            (2) A combination of cash and owner’s interests of the kind described in sub-subparagraphs (I) and (II) of subparagraph (1) of paragraph (b).

      2.]  The day before the effective date of such corporate action if there is no meeting of stockholders.

      3.  Subsection 1 is not applicable and dissenter’s rights are available pursuant to NRS 92A.380 for the holders of any class or series of shares who are required by the terms of the corporate action requiring dissenter’s rights to accept for such shares anything other than cash or shares of any class or any series of shares of any corporation, or any other proprietary interest of any other entity, that satisfies the standards set forth in subsection 1 at the time the corporate action becomes effective.

 


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      4.  There is no right of dissent for any holders of stock of the surviving domestic corporation if the plan of merger does not require action of the stockholders of the surviving domestic corporation under NRS 92A.130.

      5.  There is no right of dissent for any holders of stock of the parent domestic corporation if the plan of merger does not require action of the stockholders of the parent domestic corporation under NRS 92A.180.

      Sec. 68.  NRS 92A.400 is hereby amended to read as follows:

      92A.400  1.  A stockholder of record may assert dissenter’s rights as to fewer than all of the shares registered in his name only if he dissents with respect to all shares of the class or series beneficially owned by any one person and notifies the subject corporation in writing of the name and address of each person on whose behalf he asserts dissenter’s rights. The rights of a partial dissenter under this subsection are determined as if the shares as to which he dissents and his other shares were registered in the names of different stockholders.

      2.  A beneficial stockholder may assert dissenter’s rights as to shares held on his behalf only if:

      (a) He submits to the subject corporation the written consent of the stockholder of record to the dissent not later than the time the beneficial stockholder asserts dissenter’s rights; and

      (b) He does so with respect to all shares of which he is the beneficial stockholder or over which he has power to direct the vote.

      Sec. 69.  NRS 92A.410 is hereby amended to read as follows:

      92A.410  1.  If a proposed corporate action creating dissenters’ rights is submitted to a vote at a stockholders’ meeting, the notice of the meeting must state that stockholders are , are not or may be entitled to assert dissenters’ rights under NRS 92A.300 to 92A.500, inclusive . [, and be accompanied by a copy of those sections.] If the domestic corporation concludes that dissenter’s rights are or may be available, a copy of NRS 92A.300 to 92A.500, inclusive, must accompany the meeting notice sent to those record stockholders entitled to exercise dissenter’s rights.

      2.  If the corporate action creating dissenters’ rights is taken by written consent of the stockholders or without a vote of the stockholders, the domestic corporation shall notify in writing all stockholders entitled to assert dissenters’ rights that the action was taken and send them the dissenter’s notice described in NRS 92A.430.

      Sec. 70.  NRS 92A.420 is hereby amended to read as follows:

      92A.420  1.  If a proposed corporate action creating dissenters’ rights is submitted to a vote at a stockholders’ meeting, a stockholder who wishes to assert dissenter’s rights [:] with respect to any class or series of shares:

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

      (b) Must not vote [his shares] , or cause or permit to be voted, any of his shares of such class or series in favor of the proposed action.

      2.  If a proposed corporate action creating dissenters’ rights is taken by written consent of the stockholders, a stockholder who wishes to assert dissenters’ rights with respect to any class or series of shares must not consent to or approve the proposed corporate action [.] with respect to such class or series.

 


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

      Sec. 71.  NRS 92A.430 is hereby amended to read as follows:

      92A.430  1.  The subject corporation shall deliver a written dissenter’s notice to all stockholders entitled to assert dissenters’ rights.

      2.  The dissenter’s notice must be sent no later than 10 days after the [effectuation] effective date of the corporate action [,] specified in NRS 92A.380, and must:

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

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

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

      (d) Set a date by which the subject corporation must receive the demand for payment, which may not be less than 30 nor more than 60 days after the date the notice is delivered [;] and state that the stockholder shall be deemed to have waived the right to demand payment with respect to the shares unless the form is received by the subject corporation by such specified date; and

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

      Sec. 72.  NRS 92A.440 is hereby amended to read as follows:

      92A.440  1.  A stockholder [to whom] who receives a dissenter’s notice [is sent] pursuant to NRS 92A.430 and who wishes to exercise dissenter’s rights must:

      (a) Demand payment;

      (b) Certify whether he or the beneficial owner on whose behalf he is dissenting, as the case may be, acquired beneficial ownership of the shares before the date required to be set forth in the dissenter’s notice for this certification; and

      (c) Deposit his certificates, if any, in accordance with the terms of the notice.

      2.  [The stockholder who demands payment and deposits his certificates, if any, before the proposed corporate action is taken retains all other rights of a stockholder until those rights are cancelled or modified by the taking of the proposed corporate action.] If a stockholder fails to make the certification required by paragraph (b) of subsection 1, the subject corporation may elect to treat the stockholder’s shares as after-acquired shares under NRS 92A.470.

      3.  Once a stockholder deposits that stockholder’s certificates or, in the case of uncertified shares makes demand for payment, that stockholder loses all rights as a stockholder, unless the stockholder withdraws pursuant to subsection 4.

      4.  A stockholder who has complied with subsection 1 may nevertheless decline to exercise dissenter’s rights and withdraw from the appraisal process by so notifying the subject corporation in writing by the date set forth in the dissenter’s notice pursuant to NRS 92A.430. A stockholder who fails to so withdraw from the appraisal process may not thereafter withdraw without the subject corporation’s written consent.

 


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stockholder who fails to so withdraw from the appraisal process may not thereafter withdraw without the subject corporation’s written consent.

      5.  The stockholder who does not demand payment or deposit his certificates where required, each by the date set forth in the dissenter’s notice, is not entitled to payment for his shares under this chapter.

      Sec. 73.  NRS 92A.450 is hereby amended to read as follows:

      92A.450  [1.]  The subject corporation may restrict the transfer of shares not represented by a certificate from the date the demand for their payment is received.

      [2.  The person for whom dissenter’s rights are asserted as to shares not represented by a certificate retains all other rights of a stockholder until those rights are cancelled or modified by the taking of the proposed corporate action.]

      Sec. 74.  NRS 92A.460 is hereby amended to read as follows:

      92A.460  1.  Except as otherwise provided in NRS 92A.470, within 30 days after receipt of a demand for payment, the subject corporation shall pay in cash to each dissenter who complied with NRS 92A.440 the amount the subject corporation estimates to be the fair value of his shares, plus accrued interest. The obligation of the subject corporation under this subsection may be enforced by the district court:

      (a) Of the county where the subject corporation’s principal office is located;

      (b) If the subject corporation’s principal office is not located in this State, in [Carson City; or] the county in which the corporation’s registered office is located; or

      (c) At the election of any dissenter residing or having its principal or registered office in this State, of the county where the dissenter resides or has its principal or registered office.

Ê The court shall dispose of the complaint promptly.

      2.  The payment must be accompanied by:

      (a) The subject corporation’s balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, a statement of income for that year, a statement of changes in the stockholders’ equity for that year or, where such financial statements are not reasonably available, then such reasonably equivalent financial information and the latest available [interim] quarterly financial statements, if any;

      (b) A statement of the subject corporation’s estimate of the fair value of the shares; and

      (c) [An explanation of how the interest was calculated;

      (d)] A statement of the dissenter’s rights to demand payment under NRS 92A.480 [;] and that if any such stockholder does not do so within the period specified, such stockholder shall be deemed to have accepted such payment in full satisfaction of the corporation’s obligations under this chapter.

      [(e) A copy of NRS 92A.300 to 92A.500, inclusive.]

      Sec. 75.  NRS 92A.470 is hereby amended to read as follows:

      92A.470  1.  A subject corporation may elect to withhold payment from a dissenter unless he was the beneficial owner of the shares before the date set forth in the dissenter’s notice as the first date of [the first] any announcement to the news media or to the stockholders of the terms of the proposed action.

 


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      2.  To the extent the subject corporation elects to withhold payment, within 30 days after [taking the proposed action, it shall estimate the fair value of the shares, plus accrued interest, and shall offer to pay this amount to each dissenter who agrees to accept it in full satisfaction of his demand. The] receipt of a demand for payment, the subject corporation shall [send with its offer a statement of its estimate of the fair value of the shares, an explanation of how the interest was calculated, and a statement of the dissenters’ right to demand payment pursuant to NRS 92A.480.] notify the dissenters described in subsection 1:

      (a) Of the information required by paragraph (a) of subsection 2 of NRS 92A.460;

      (b) Of the subject corporation’s estimate of fair value pursuant to paragraph (b) of subsection 2 of NRS 92A.460;

      (c) That they may accept the subject corporation’s estimate of fair value, plus interest, in full satisfaction of their demands or demand appraisal under NRS 92A.480;

      (d) That those stockholders who wish to accept such an offer must so notify the subject corporation of their acceptance of the offer within 30 days after receipt of such offer; and

      (e) That those stockholders who do not satisfy the requirements for demanding appraisal under NRS 92A.480 shall be deemed to have accepted the subject corporation’s offer.

      3.  Within 10 days after receiving the stockholder’s acceptance pursuant to subsection 2, the subject corporation shall pay in cash the amount offered under paragraph (b) of subsection 2 to each stockholder who agreed to accept the subject corporation’s offer in full satisfaction of the stockholder’s demand.

      4.  Within 40 days after sending the notice described in subsection 2, the subject corporation shall pay in cash the amount offered under paragraph (b) of subsection 2 to each stockholder described in paragraph (e) of subsection 2.

      Sec. 76.  NRS 92A.480 is hereby amended to read as follows:

      92A.480  1.  A dissenter paid pursuant to NRS 92A.460 who is dissatisfied with the amount of the payment may notify the subject corporation in writing of his own estimate of the fair value of his shares and the amount of interest due, and demand payment of his estimate, less any payment pursuant to NRS 92A.460 . [, or] A dissenter offered payment pursuant to NRS 92A.470 who is dissatisfied with the offer may reject the offer pursuant to NRS 92A.470 and demand payment of the fair value of his shares and interest due . [, if he believes that the amount paid pursuant to NRS 92A.460 or offered pursuant to NRS 92A.470 is less than the fair value of his shares or that the interest due is incorrectly calculated.]

      2.  A dissenter waives his right to demand payment pursuant to this section unless he notifies the subject corporation of his demand to be paid the dissenter’s stated estimate of fair value plus interest under subsection 1 in writing within 30 days after receiving the subject [corporation] corporation’s payment or offer of payment under NRS 92A.460 or 92A.470 and is entitled only to the payment made or offered . [payment for his shares.]

 


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      Sec. 77.  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 State, it shall commence the proceeding in the county where the principal office of the domestic corporation merged with or whose shares were acquired by the foreign entity was located. 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 [Carson City.] the county in which the corporation’s registered office is located.

      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 his shares, plus interest, exceeds the amount paid by the subject corporation; or

      (b) For the fair value, plus accrued interest, of his after-acquired shares for which the subject corporation elected to withhold payment pursuant to NRS 92A.470.

      Sec. 78.  NRS 92A.500 is hereby amended to read as follows:

      92A.500  1.  The court in a proceeding to determine fair value shall determine all of the costs of the proceeding, including the reasonable compensation and expenses of any appraisers appointed by the court. The court shall assess the costs against the subject corporation, except that the court may assess costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously or not in good faith in demanding payment.

      2.  The court may also assess the fees and expenses of the counsel and experts for the respective parties, in amounts the court finds equitable:

      (a) Against the subject corporation and in favor of all dissenters if the court finds the subject corporation did not substantially comply with the requirements of NRS 92A.300 to 92A.500, inclusive; or

 


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      (b) Against either the subject corporation or a dissenter in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously or not in good faith with respect to the rights provided by NRS 92A.300 to 92A.500, inclusive.

      3.  If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated, and that the fees for those services should not be assessed against the subject corporation, the court may award to those counsel reasonable fees to be paid out of the amounts awarded to the dissenters who were benefited.

      4.  In a proceeding commenced pursuant to NRS 92A.460, the court may assess the costs against the subject corporation, except that the court may assess costs against all or some of the dissenters who are parties to the proceeding, in amounts the court finds equitable, to the extent the court finds that such parties did not act in good faith in instituting the proceeding.

      5.  To the extent the subject corporation fails to make a required payment pursuant to NRS 92A.460, 92A.470 or 92A.480, the dissenter may bring a cause of action directly for the amount owed and, to the extent the dissenter prevails, is entitled to recover all expenses of the suit.

      6.  This section does not preclude any party in a proceeding commenced pursuant to NRS 92A.460 or 92A.490 from applying the provisions of N.R.C.P. 68 or NRS 17.115.

      Sec. 79.  NRS 104.9620 is hereby amended to read as follows:

      104.9620  1.  Except as otherwise provided in subsection 7, a secured party may accept collateral in full or partial satisfaction of the obligation it secures only if:

      (a) The debtor consents to the acceptance under subsection 3;

      (b) The secured party does not receive, within the time set forth in subsection [5,] 4, a notification of objection to the proposal authenticated by:

            (1) A person to which the secured party was required to send a proposal under NRS 104.9621; or

            (2) Any other person, other than the debtor, holding an interest in the collateral subordinate to the security interest that is the subject of the proposal;

      (c) If the collateral is consumer goods, the collateral is not in the possession of the debtor when the debtor consents to the acceptance; and

      (d) Subsection 5 does not require the secured party to dispose of the collateral.

      2.  A purported or apparent acceptance of collateral under this section is ineffective unless:

      (a) The secured party consents to the acceptance in an authenticated record or sends a proposal to the debtor; and

      (b) The conditions of subsection 1 are met.

      3.  For purposes of this section:

      (a) A debtor consents to an acceptance of collateral in partial satisfaction of the obligation it secures only if he agrees to the terms of the acceptance in a record authenticated after default; and

      (b) A debtor consents to an acceptance of collateral in full satisfaction of the obligation it secures only if he agrees to the terms of the acceptance in a record authenticated after default or the secured party:

            (1) Sends to the debtor after default a proposal that is unconditional or subject only to a condition that collateral not in the possession of the secured party be preserved or maintained;

 


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            (2) In the proposal, proposes to accept collateral in full satisfaction of the obligation it secures; and

            (3) Does not receive a notification of objection authenticated by the debtor within 20 days after the proposal is sent.

      4.  To be effective under paragraph (b) of subsection 1, a notification of objection must be received by the secured party:

      (a) In the case of a person to which the proposal was sent pursuant to NRS 104.9621, within 20 days after notification was sent to him; and

      (b) In other cases:

            (1) Within 20 days after the last notification was sent pursuant to NRS 104.9621; or

            (2) If a notification was not sent, before the debtor consents to the acceptance under subsection 3.

      5.  A secured party that has taken possession of collateral shall dispose of the collateral pursuant to NRS 104.9610 within the time specified in subsection 6 if:

      (a) Sixty percent of the cash price has been paid in the case of a purchase-money security interest in consumer goods; or

      (b) Sixty percent of the principal amount of the obligation secured has been paid in the case of a non-purchase-money security interest in consumer goods.

      6.  To comply with subsection 5, the secured party shall dispose of the collateral:

      (a) Within 90 days after taking possession; or

      (b) Within any longer period to which the debtor and all secondary obligors have agreed in an agreement to that effect entered into and authenticated after default.

      7.  In a consumer transaction, a secured party may not accept collateral in partial satisfaction of the obligation it secures.

      Sec. 80.  NRS 602.020 is hereby amended to read as follows:

      602.020  1.  A certificate filed pursuant to NRS 602.010 or a renewal certificate filed pursuant to NRS 602.035 must state the assumed or fictitious name under which the business is being conducted or is intended to be conducted, and if conducted by:

      (a) A natural person:

            (1) His full name;

            (2) The street address of his residence or business; and

            (3) If the mailing address is different from the street address, the mailing address of his residence or business;

      (b) An artificial person : [required to make annual filings with the Secretary of State to retain its good standing:]

            (1) Its name ; [as it appears in the records of the Secretary of State;] and

            (2) Its mailing address;

      (c) A general partnership:

            (1) The full name of each partner who is a natural person;

            (2) The street address of the residence or business of each partner who is a natural person;

            (3) If the mailing address is different from the street address, the mailing address of the residence or business of each partner who is a natural person; and

 


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            (4) If one or more of the partners is an artificial person described in paragraph (b), the information required by paragraph (b) for each such partner; or

      (d) A trust:

            (1) The full name of each trustee of the trust;

            (2) The street address of the residence or business of each trustee of the trust; and

            (3) If the mailing address is different from the street address, the mailing address of the residence or business of each trustee of the trust.

      2.  The certificate must be:

      (a) Signed:

            (1) In the case of a natural person, by him;

            (2) In the case of an artificial person [required to make annual filings with the Secretary of State to retain its good standing, by a person required to sign the annual filing;] , by an officer, director, manager, general partner, trustee or other natural person having the authority to bind the artificial person to a contract;

            (3) In the case of a general partnership, by each of the partners who is a natural person [,] and , if one or more of the partners is an artificial person described in subparagraph (2), by [an officer of the corporation or a person required to sign the annual filing;] the person described in subparagraph (2); or

            (4) In the case of a trust, by each of the trustees; and

      (b) Notarized, unless the board of county commissioners of the county adopts an ordinance providing that the certificate may be filed without being notarized.

      3.  No county clerk may refuse to accept for filing a certificate filed by a foreign artificial person or foreign artificial persons because the foreign artificial person or foreign artificial persons have not qualified to do business in this State under title 7 of NRS.

      4.  As used in this section:

      (a) “Artificial person” means any organization organized under the law of the United States, any foreign country, or a state, province, territory, possession, commonwealth or dependency of the United States or any foreign country, and as to which the government, state, province, territory, possession, commonwealth or dependency must maintain a record showing the organization to have been organized.

      (b) “Foreign artificial person” means an artificial person that is not organized under the laws of this State.

      (c) “Record” means information which is inscribed on a tangible medium or which is stored in an electronic or other medium and is retrievable in perceivable form.

      Sec. 81.  NRS 604A.710 is hereby amended to read as follows:

      604A.710  1.  For the purpose of discovering violations of this chapter or securing information lawfully required under this chapter, the Commissioner or his duly authorized representatives may at any time investigate the business and examine the books, accounts, papers and records used therein of:

      (a) Any licensee;

      (b) Any other person engaged in the business of making loans or participating in such business as principal, agent, broker or otherwise;

 


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      (c) Any registered agent who represents a licensee or any other person engaged in the business of making loans; and

      (d) Any person who the Commissioner has reasonable cause to believe is violating or is about to violate any provision of this chapter, whether or not the person claims to be within the authority or beyond the scope of this chapter.

      2.  For the purpose of examination, the Commissioner or his authorized representatives shall have and be given free access to the offices and places of business, and the files, safes and vaults of such persons.

      3.  The investigation of a registered agent pursuant to subsection 1, including, without limitation, any books, accounts, papers and records used therein, must be kept confidential except to the extent necessary to enforce any provision of this chapter.

      4.  For the purposes of this section, any person who advertises for, solicits or holds himself out as willing to make any deferred deposit loan, high-interest loan or title loan is presumed to be engaged in the business of making loans.

      5.  This section does not entitle the Commissioner or his authorized representatives to investigate the business or examine the books, accounts, papers and records of any attorney who is not a person described in paragraph (a), (b) or (d) of subsection 1, other than examination of those books, accounts, papers and records maintained by such attorney in his capacity as a registered agent, and then only to the extent such books, accounts, papers and records are not subject to any privilege in NRS 49.035 to 49.115, inclusive.

      Sec. 82.  NRS 675.380 is hereby amended to read as follows:

      675.380  1.  For the purpose of discovering violations of this chapter or of securing information lawfully required under this chapter, the Commissioner or his duly authorized representatives may at any time investigate the business and examine the books, accounts, papers and records used therein of:

      (a) Any licensee;

      (b) Any other person engaged in the business described in NRS 675.060 or participating in such business as principal, agent, broker or otherwise;

      (c) Any registered agent who represents a licensee or any other person engaged in the business described in NRS 675.060; and

      (d) Any person who the Commissioner has reasonable cause to believe is violating or is about to violate any provision of this chapter, whether or not the person claims to be within the authority or beyond the scope of this chapter.

      2.  For the purpose of examination the Commissioner or his authorized representatives shall have and be given free access to the offices and places of business, files, safes and vaults of such persons.

      3.  The investigation of a registered agent pursuant to subsection 1, including, without limitation, any book, accounts, papers and records used therein must be kept confidential except to the extent necessary to enforce any provision of this chapter.

      4.  For the purposes of this section, any person who advertises for, solicits or holds himself out as willing to make loan transactions is presumed to be engaged in the business described in NRS 675.060.

 


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      5.  This section does not entitle the Commissioner or his authorized representatives to investigate the business or examine the books, accounts, papers and records of any attorney who is not a person described in paragraph (a), (b) or (d) of subsection 1, other than examination of those books, accounts, papers and records maintained by such attorney in his capacity as a registered agent, and then only to the extent such books, accounts, papers and records are not subject to any privilege in NRS 49.035 to 49.115, inclusive.

      Sec. 83.  (Deleted by amendment.)

________

 

CHAPTER 362, SB 351

Senate Bill No. 351–Committee on Judiciary

 

CHAPTER 362

 

AN ACT relating to common-interest communities; providing that money collected by a unit-owners’ association must be deposited or invested in certain institutions or securities; providing that an executive board of an association may not fill a vacancy on the executive board if the governing documents require a vote of the membership of the association; making various other changes relating to common-interest communities; and providing other matters properly relating thereto.

 

[Approved: May 29, 2009]

 

Legislative Counsel’s Digest:

      Section 3 of this bill provides that a unit-owners’ association must deposit all funds of the association into certain financial institutions. Section 3 also provides that an association shall invest all funds of the association in certain investments.

      Section 7 of this bill clarifies existing law to provide that a change in the use of a unit which requires unanimous approval of the units’ owners includes only changes to the boundary of a unit or the allocated interests of a unit. (NRS 116.2117)

      Section 9 of this bill provides that the executive board of an association may not fill a vacancy on the board without a vote of the units’ owners if the governing documents provide that the vacancy must be filled by a vote of the membership of the association. (NRS 116.3103)

      Existing law requires an association to: (1) establish reserves for the repair, replacement and restoration of the major components of the common elements; (2) include in the annual budget certain information pertaining to the repair, replacement and restoration of the major components of the common elements; and (3) conduct a study every 5 years of the reserves required to repair, replace and restore the major components of the common elements. (NRS 116.3115 116.31151, 116.31152) Sections 12, 12.3 and 12.7 of this bill require an association to perform such functions with respect to any other portion of the common-interest community which the association has a duty to maintain, repair, replace or restore in addition to the major components of the common elements.

      Section 13 of this bill amends existing law to exempt architectural records submitted by a unit’s owner from the records which must be made available by an association. (NRS 116.31175)

 


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      Section 14 of this bill amends existing law to add to the information statement provided as part of a purchase of a unit in a common-interest community a statement that the provisions of the Declaration of Covenants, Conditions and Restrictions or other governing documents may be superseded by provisions of chapter 116 of NRS. (NRS 116.41095)

 

THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN

SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:

 

      Section 1.  Chapter 116 of NRS is hereby amended by adding thereto the provisions set forth as sections 2 and 3 of this act.

      Sec. 2.  (Deleted by amendment.)

      Sec. 3.  1.  Except as otherwise provided in subsection 2, an association, a member of the executive board, or a community manager shall deposit or invest all funds of the association at a financial institution which:

      (a) Is located in this State;

      (b) Is qualified to conduct business in this State; or

      (c) Has consented to be subject to the jurisdiction, including the power to subpoena, of the courts of this State and the Division.

      2.  Except as otherwise provided by the governing documents, in addition to the requirements of subsection 1, an association shall deposit, maintain and invest all funds of the association:

      (a) In a financial institution whose accounts are insured by the Federal Deposit Insurance Corporation, the National Credit Union Share Insurance Fund or the Securities Investor Protection Corporation;

      (b) With a private insurer approved pursuant to NRS 678.755; or

      (c) In a government security backed by the full faith and credit of the Government of the United States.

      3.  The Commission shall adopt regulations prescribing the contents of the declaration to be executed and signed by a financial institution located outside of this State to submit to consent to the jurisdiction of the courts of this State and the Division.

      Secs. 4-6.  (Deleted by amendment.)

      Sec. 7.  NRS 116.2117 is hereby amended to read as follows:

      116.2117  1.  Except as otherwise provided in NRS 116.21175, and except in cases of amendments that may be executed by a declarant under subsection 6 of NRS 116.2109 or NRS 116.211, or by the association under NRS 116.1107, [subsection 4 of NRS] 116.2106, subsection 3 of NRS 116.2108, subsection 1 of NRS 116.2112 or NRS 116.2113, or by certain units’ owners under subsection 2 of NRS 116.2108, subsection 1 of NRS 116.2112, subsection 2 of NRS 116.2113 or subsection 2 of NRS 116.2118, and except as otherwise limited by subsection 4, the declaration, including any plats and plans, may be amended only by vote or agreement of units’ owners of units to which at least a majority of the votes in the association are allocated, or any larger majority the declaration specifies. The declaration may specify a smaller number only if all of the units are restricted exclusively to nonresidential use.

      2.  No action to challenge the validity of an amendment adopted by the association pursuant to this section may be brought more than 1 year after the amendment is recorded.

 


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      3.  Every amendment to the declaration must be recorded in every county in which any portion of the common-interest community is located and is effective only upon recordation. An amendment, except an amendment pursuant to NRS 116.2112, must be indexed in the grantee’s index in the name of the common-interest community and the association and in the grantor’s index in the name of the parties executing the amendment.

      4.  Except to the extent expressly permitted or required by other provisions of this chapter, no amendment may change the boundaries of any unit [,] or the allocated interests of a unit [or the uses to which any unit is restricted,] in the absence of unanimous consent of the units’ owners affected and the consent of a majority of the owners of the remaining units.

      5.  Amendments to the declaration required by this chapter to be recorded by the association must be prepared, executed, recorded and certified on behalf of the association by any officer of the association designated for that purpose or, in the absence of designation, by the president of the association.

      Sec. 8.  (Deleted by amendment.)

      Sec. 9.  NRS 116.3103 is hereby amended to read as follows:

      116.3103  1.  Except as otherwise provided in the declaration, the bylaws, this section or other provisions of this chapter, the executive board may act in all instances on behalf of the association. In the performance of their duties, the officers and members of the executive board are fiduciaries. The members of the executive board are required to exercise the ordinary and reasonable care of directors of a corporation, subject to the business-judgment rule.

      2.  The executive board may not act on behalf of the association to amend the declaration, to terminate the common-interest community, or to elect members of the executive board or determine their qualifications, powers and duties or terms of office, but the executive board may fill vacancies in its membership for the unexpired portion of any term [.] unless the governing documents provide that a vacancy on the executive board must be filled by a vote of the membership of the association.

      Secs. 10 and 11.  (Deleted by amendment.)

      Sec. 12.  NRS 116.3115 is hereby amended to read as follows:

      116.3115  1.  Until the association makes an assessment for common expenses, the declarant shall pay all common expenses. After an assessment has been made by the association, assessments must be made at least annually, based on a budget adopted at least annually by the association in accordance with the requirements set forth in NRS 116.31151. Unless the declaration imposes more stringent standards, the budget must include a budget for the daily operation of the association and a budget for the reserves required by paragraph (b) of subsection 2.

      2.  Except for assessments under subsections 4 to 7, inclusive:

      (a) All common expenses, including the reserves, must be assessed against all the units in accordance with the allocations set forth in the declaration pursuant to subsections 1 and 2 of NRS 116.2107.

      (b) The association shall establish adequate reserves, funded on a reasonable basis, for the repair, replacement and restoration of the major components of the common elements [.] and any other portion of the common-interest community that the association is obligated to maintain, repair, replace or restore. The reserves may be used only for those purposes, including, without limitation, repairing, replacing and restoring roofs, roads and sidewalks, and must not be used for daily maintenance.

 


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including, without limitation, repairing, replacing and restoring roofs, roads and sidewalks, and must not be used for daily maintenance. The association may comply with the provisions of this paragraph through a funding plan that is designed to allocate the costs for the repair, replacement and restoration of the major components of the common elements and any other portion of the common-interest community that the association is obligated to maintain, repair, replace or restore over a period of years if the funding plan is designed in an actuarially sound manner which will ensure that sufficient money is available when the repair, replacement and restoration of the major components of the common elements or any other portion of the common-interest community that the association is obligated to maintain, repair, replace or restore are necessary.

      3.  Any past due assessment for common expenses or installment thereof bears interest at the rate established by the association not exceeding 18 percent per year.

      4.  [To the extent required by the declaration:] Except as otherwise provided in the governing documents:

      (a) Any common expense associated with the maintenance, repair, restoration or replacement of a limited common element must be assessed against the units to which that limited common element is assigned, equally, or in any other proportion the declaration provides;

      (b) Any common expense or portion thereof benefiting fewer than all of the units must be assessed exclusively against the units benefited; and

      (c) The costs of insurance must be assessed in proportion to risk and the costs of utilities must be assessed in proportion to usage.

      5.  Assessments to pay a judgment against the association may be made only against the units in the common-interest community at the time the judgment was entered, in proportion to their liabilities for common expenses.

      6.  If any common expense is caused by the misconduct of any unit’s owner, the association may assess that expense exclusively against his unit.

      7.  The association of a common-interest community created before January 1, 1992, is not required to make an assessment against a vacant lot located within the community that is owned by the declarant.

      8.  If liabilities for common expenses are reallocated, assessments for common expenses and any installment thereof not yet due must be recalculated in accordance with the reallocated liabilities.

      9.  The association shall provide written notice to each unit’s owner of a meeting at which an assessment for a capital improvement is to be considered or action is to be taken on such an assessment at least 21 calendar days before the date of the meeting.

      Sec. 12.3.  NRS 116.31151 is hereby amended to read as follows:

      116.31151  1.  Except as otherwise provided in subsection 2 and unless the declaration of a common-interest community imposes more stringent standards, the executive board shall, not less than 30 days or more than 60 days before the beginning of the fiscal year of the association, prepare and distribute to each unit’s owner a copy of:

      (a) The budget for the daily operation of the association. The budget must include, without limitation, the estimated annual revenue and expenditures of the association and any contributions to be made to the reserve account of the association.

 


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      (b) The budget to provide adequate funding for the reserves required by paragraph (b) of subsection 2 of NRS 116.3115. The budget must include, without limitation:

            (1) The current estimated replacement cost, estimated remaining life and estimated useful life of each major component of the common elements [;] and any other portion of the common-interest community that the association is obligated to maintain, repair, replace or restore;

            (2) As of the end of the fiscal year for which the budget is prepared, the current estimate of the amount of cash reserves that are necessary, and the current amount of accumulated cash reserves that are set aside, to repair, replace or restore the major components of the common elements [;] and any other portion of the common-interest community that the association is obligated to maintain, repair, replace or restore;

            (3) A statement as to whether the executive board has determined or anticipates that the levy of one or more special assessments will be necessary to repair, replace or restore any major component of the common elements or any other portion of the common-interest community that the association is obligated to maintain, repair, replace or restore or to provide adequate funding for the reserves designated for that purpose; and

            (4) A general statement describing the procedures used for the estimation and accumulation of cash reserves pursuant to subparagraph (2), including, without limitation, the qualifications of the person responsible for the preparation of the study of the reserves required by NRS 116.31152.

      2.  In lieu of distributing copies of the budgets of the association required by subsection 1, the executive board may distribute to each unit’s owner a summary of those budgets, accompanied by a written notice that:

      (a) The budgets are available for review at the business office of the association or some other suitable location within the county where the common-interest community is situated or, if it is situated in more than one county, within one of those counties; and

      (b) Copies of the budgets will be provided upon request.

      3.  Within 60 days after adoption of any proposed budget for the common-interest community, the executive board shall provide a summary of the proposed budget to each unit’s owner and shall set a date for a meeting of the units’ owners to consider ratification of the proposed budget not less than 14 days or more than 30 days after the mailing of the summaries. Unless at that meeting a majority of all units’ owners, or any larger vote specified in the declaration, reject the proposed budget, the proposed budget is ratified, whether or not a quorum is present. If the proposed budget is rejected, the periodic budget last ratified by the units’ owners must be continued until such time as the units’ owners ratify a subsequent budget proposed by the executive board.

      Sec. 12.7.  NRS 116.31152 is hereby amended to read as follows:

      116.31152  1.  The executive board shall:

      (a) At least once every 5 years, cause to be conducted a study of the reserves required to repair, replace and restore the major components of the common elements [;] and any other portion of the common-interest community that the association is obligated to maintain, repair, replace or restore;

 


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      (b) At least annually, review the results of that study to determine whether those reserves are sufficient; and

      (c) At least annually, make any adjustments to the association’s funding plan which the executive board deems necessary to provide adequate funding for the required reserves.

      2.  The study of the reserves required by subsection 1 must be conducted by a person who holds a permit issued pursuant to chapter 116A of NRS.

      3.  The study of the reserves must include, without limitation:

      (a) A summary of an inspection of the major components of the common elements and any other portion of the common-interest community that the association is obligated to maintain, repair, replace or restore;

      (b) An identification of the major components of the common elements and any other portion of the common-interest community that the association is obligated to maintain, repair, replace or restore which have a remaining useful life of less than 30 years;

      (c) An estimate of the remaining useful life of each major component of the common elements and any other portion of the common-interest community that the association is obligated to maintain, repair, replace or restore identified pursuant to paragraph (b);

      (d) An estimate of the cost of maintenance, repair, replacement or restoration of each major component of the common elements and any other portion of the common-interest community identified pursuant to paragraph (b) during and at the end of its useful life; and

      (e) An estimate of the total annual assessment that may be necessary to cover the cost of maintaining, repairing, replacement or restoration of the major components of the common elements and any other portion of the common-interest community identified pursuant to paragraph (b), after subtracting the reserves of the association as of the date of the study, and an estimate of the funding plan that may be necessary to provide adequate funding for the required reserves.

      4.  A summary of the study of the reserves required by subsection 1 must be submitted to the Division not later than 45 days after the date that the executive board adopts the results of the study.

      5.  If a common-interest community was developed as part of a planned unit development pursuant to chapter 278A of NRS and is subject to an agreement with a city or county to receive credit against the amount of the residential construction tax that is imposed pursuant to NRS 278.4983 and 278.4985, the association that is organized for the common-interest community may use the money from that credit for the repair, replacement or restoration of park facilities and related improvements if:

      (a) The park facilities and related improvements are identified as major components of the common elements of the association; and

      (b) The association is obligated to repair, replace or restore the park facilities and related improvements in accordance with the study of the reserves required by subsection 1.

      Sec. 13.  NRS 116.31175 is hereby amended to read as follows:

      116.31175  1.  Except as otherwise provided in this subsection, the executive board of an association shall, upon the written request of a unit’s owner, make available the books, records and other papers of the association for review during the regular working hours of the association, including, without limitation, all contracts to which the association is a party and all records filed with a court relating to a civil or criminal action to which the association is a party.

 


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without limitation, all contracts to which the association is a party and all records filed with a court relating to a civil or criminal action to which the association is a party. The provisions of this subsection do not apply to:

      (a) The personnel records of the employees of the association, except for those records relating to the number of hours worked and the salaries and benefits of those employees;

      (b) The records of the association relating to another unit’s owner, including, without limitation, any architectural plan or specification submitted by a unit’s owner to the association during an approval process required by the governing documents, except for those records described in subsection 2; and

      (c) A contract between the association and an attorney.

      2.  The executive board of an association shall maintain a general record concerning each violation of the governing documents, other than a violation involving a failure to pay an assessment, for which the executive board has imposed a fine, a construction penalty or any other sanction. The general record:

      (a) Must contain a general description of the nature of the violation and the type of the sanction imposed. If the sanction imposed was a fine or construction penalty, the general record must specify the amount of the fine or construction penalty.

      (b) Must not contain the name or address of the person against whom the sanction was imposed or any other personal information which may be used to identify the person or the location of the unit, if any, that is associated with the violation.

      (c) Must be maintained in an organized and convenient filing system or data system that allows a unit’s owner to search and review the general records concerning violations of the governing documents.

      3.  If the executive board refuses to allow a unit’s owner to review the books, records or other papers of the association, the Ombudsman may:

      (a) On behalf of the unit’s owner and upon written request, review the books, records or other papers of the association during the regular working hours of the association; and

      (b) If he is denied access to the books, records or other papers, request the Commission, or any member thereof acting on behalf of the Commission, to issue a subpoena for their production.

      4.  The books, records and other papers of an association must be maintained for at least 10 years. The provisions of this subsection do not apply to:

      (a) The minutes of a meeting of the units’ owners which must be maintained in accordance with NRS 116.3108; or

      (b) The minutes of a meeting of the executive board which must be maintained in accordance with NRS 116.31083.

      5.  The executive board shall not require a unit’s owner to pay an amount in excess of $10 per hour to review any books, records, contracts or other papers of the association pursuant to the provisions of this section.

      Sec. 14.  NRS 116.41095 is hereby amended to read as follows:

      116.41095  The information statement required by NRS 116.4103 and 116.4109 must be in substantially the following form:

 


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BEFORE YOU PURCHASE PROPERTY IN A

COMMON-INTEREST COMMUNITY

DID YOU KNOW . . .

      1.  YOU GENERALLY HAVE 5 DAYS TO CANCEL THE PURCHASE AGREEMENT?

When you enter into a purchase agreement to buy a home or unit in a common-interest community, in most cases you should receive either a public offering statement, if you are the original purchaser of the home or unit, or a resale package, if you are not the original purchaser. The law generally provides for a 5-day period in which you have the right to cancel the purchase agreement. The 5-day period begins on different starting dates, depending on whether you receive a public offering statement or a resale package. Upon receiving a public offering statement or a resale package, you should make sure you are informed of the deadline for exercising your right to cancel. In order to exercise your right to cancel, the law generally requires that you hand deliver the notice of cancellation to the seller within the 5-day period, or mail the notice of cancellation to the seller by prepaid United States mail within the 5-day period. For more information regarding your right to cancel, see Nevada Revised Statutes 116.4108, if you received a public offering statement, or Nevada Revised Statutes 116.4109, if you received a resale package.

      2.  YOU ARE AGREEING TO RESTRICTIONS ON HOW YOU CAN USE YOUR PROPERTY?

These restrictions are contained in a document known as the Declaration of Covenants, Conditions and Restrictions. The CC&Rs become a part of the title to your property. They bind you and every future owner of the property whether or not you have read them or had them explained to you. The CC&Rs, together with other “governing documents” (such as association bylaws and rules and regulations), are intended to preserve the character and value of properties in the community, but may also restrict what you can do to improve or change your property and limit how you use and enjoy your property. By purchasing a property encumbered by CC&Rs, you are agreeing to limitations that could affect your lifestyle and freedom of choice. You should review the CC&Rs, and other governing documents before purchasing to make sure that these limitations and controls are acceptable to you. Certain provisions in the CC&Rs and other governing documents may be superseded by contrary provisions of chapter 116 of the Nevada Revised Statutes. The Nevada Revised Statutes are available at the Internet address http://www.leg.state.nv.us/nrs/.

      3.  YOU WILL HAVE TO PAY OWNERS’ ASSESSMENTS FOR AS LONG AS YOU OWN YOUR PROPERTY?

As an owner in a common-interest community, you are responsible for paying your share of expenses relating to the common elements, such as landscaping, shared amenities and the operation of any homeowners’ association. The obligation to pay these assessments binds you and every future owner of the property. Owners’ fees are usually assessed by the homeowners’ association and due monthly. You have to pay dues whether or not you agree with the way the association is managing the property or spending the assessments. The executive board of the association may have the power to change and increase the amount of the assessment and to levy special assessments against your property to meet extraordinary expenses. In some communities, major components of the common elements of the community such as roofs and private roads must be maintained and replaced by the association.

 


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community such as roofs and private roads must be maintained and replaced by the association. If the association is not well managed or fails to provide adequate funding for reserves to repair, replace and restore common elements, you may be required to pay large, special assessments to accomplish these tasks.

      4.  IF YOU FAIL TO PAY OWNERS’ ASSESSMENTS, YOU COULD LOSE YOUR HOME?

If you do not pay these assessments when due, the association usually has the power to collect them by selling your property in a nonjudicial foreclosure sale. If fees become delinquent, you may also be required to pay penalties and the association’s costs and attorney’s fees to become current. If you dispute the obligation or its amount, your only remedy to avoid the loss of your home may be to file a lawsuit and ask a court to intervene in the dispute.

      5.  YOU MAY BECOME A MEMBER OF A HOMEOWNERS’ ASSOCIATION THAT HAS THE POWER TO AFFECT HOW YOU USE AND ENJOY YOUR PROPERTY?

Many common-interest communities have a homeowners’ association. In a new development, the association will usually be controlled by the developer until a certain number of units have been sold. After the period of developer control, the association may be controlled by property owners like yourself who are elected by homeowners to sit on an executive board and other boards and committees formed by the association. The association, and its executive board, are responsible for assessing homeowners for the cost of operating the association and the common or shared elements of the community and for the day to day operation and management of the community. Because homeowners sitting on the executive board and other boards and committees of the association may not have the experience or professional background required to understand and carry out the responsibilities of the association properly, the association may hire professional community managers to carry out these responsibilities.

Homeowners’ associations operate on democratic principles. Some decisions require all homeowners to vote, some decisions are made by the executive board or other boards or committees established by the association or governing documents. Although the actions of the association and its executive board are governed by state laws, the CC&Rs and other documents that govern the common-interest community, decisions made by these persons will affect your use and enjoyment of your property, your lifestyle and freedom of choice, and your cost of living in the community. You may not agree with decisions made by the association or its governing bodies even though the decisions are ones which the association is authorized to make. Decisions may be made by a few persons on the executive board or governing bodies that do not necessarily reflect the view of the majority of homeowners in the community. If you do not agree with decisions made by the association, its executive board or other governing bodies, your remedy is typically to attempt to use the democratic processes of the association to seek the election of members of the executive board or other governing bodies that are more responsive to your needs. If you have a dispute with the association, its executive board or other governing bodies, you may be able to resolve the dispute through the complaint, investigation and intervention process administered by the Office of the Ombudsman for Owners in Common-Interest Communities and Condominium Hotels, the Nevada Real Estate Division and the Commission for Common-Interest Communities and Condominium Hotels.

 

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