Senate Bill No. 49–Committee on Judiciary
Prefiled January 24, 2001
(On Behalf of Encouraging Businesses to
Conduct Business in Nevada (S.C.R. 19))
Referred to Committee on Judiciary
– Matter in bolded italics is new; matter
[ omitted material] is material to be omitted.
AN ACT relating to electronic transactions; adopting the Uniform Electronic Transactions Act; making various related changes pertaining to the use of electronic records and signatures; and providing other matters properly relating thereto.
THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN
SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:
1-2 new chapter to consist of the provisions set forth as sections 2 to 35,
1-3 inclusive, of this act.
1-4 Sec. 2. This chapter may be cited as the Uniform Electronic
1-5 Transactions Act.
1-6 Sec. 3. As used in this chapter, unless the context otherwise
1-7 requires, the words and terms defined in sections 4 to 19, inclusive, of
1-8 this act have the meanings ascribed to them in those sections.
1-9 Sec. 4. “Agreement” means the bargain of the parties in fact, as
1-10 found in their language or inferred from other circumstances and from
1-11 rules, regulations and procedures given the effect of agreements under
1-12 laws otherwise applicable to a particular transaction.
1-13 Sec. 5. “Automated transaction” means a transaction conducted or
1-14 performed, in whole or in part, by electronic means or electronic records,
1-15 in which the acts or records of one or both parties are not reviewed by a
1-16 natural person in the ordinary course in forming a contract, performing
1-17 under an existing contract or fulfilling an obligation required by the
2-1 Sec. 6. “Computer program” means a set of statements or
2-2 instructions to be used directly or indirectly in an information processing
2-3 system in order to bring about a certain result.
2-4 Sec. 7. “Contract” means the total legal obligation resulting from
2-5 the parties’ agreement as affected by this chapter and other applicable
2-7 Sec. 8. “Electronic” means relating to technology having electrical,
2-8 digital, magnetic, wireless, optical, electromagnetic or similar
2-10 Sec. 9. “Electronic agent” means a computer program or an
2-11 electronic or other automated means used independently to initiate an
2-12 action or respond to electronic records or performances in whole or in
2-13 part, without review or action by a natural person.
2-14 Sec. 10. “Electronic record” means a record created, generated,
2-15 sent, communicated, received or stored by electronic means.
2-16 Sec. 11. “Electronic signature” means an electronic sound, symbol
2-17 or process attached to or logically associated with a record and executed
2-18 or adopted by a person with the intent to sign the record.
2-19 Sec. 12. “Governmental agency” means an executive, legislative or
2-20 judicial agency, department, board, commission, authority, institution or
2-21 instrumentality of the Federal Government or of a state or of a county,
2-22 municipality or other political subdivision of a state.
2-23 Sec. 13. “Information” means data, text, images, sounds, codes,
2-24 computer programs, software, databases or the like.
2-25 Sec. 14. “Information processing system” means an electronic
2-26 system for creating, generating, sending, receiving, storing, displaying or
2-27 processing information.
2-28 Sec. 15. “Person” includes a governmental agency and a public
2-30 Sec. 16. “Record” means information that is inscribed on a tangible
2-31 medium or that is stored in an electronic or other medium and is
2-32 retrievable in perceivable form.
2-33 Sec. 17. “Security procedure” means a procedure employed for the
2-34 purpose of verifying that an electronic signature, record or performance
2-35 is that of a specific person or for detecting changes or errors in the
2-36 information in an electronic record. The term includes a procedure that
2-37 requires the use of algorithms or other codes, identifying words or
2-38 numbers, encryption or callback, or other acknowledgment procedures.
2-39 Sec. 18. “State” means a state of the United States, the District of
2-40 Columbia, Puerto Rico, the United States Virgin Islands or any territory
2-41 or insular possession subject to the jurisdiction of the United States. The
2-42 term includes an Indian tribe or band, or Alaskan native village, which is
2-43 recognized by federal law or formally acknowledged by a state.
2-44 Sec. 19. “Transaction” means an action or set of actions occurring
2-45 between two or more persons relating to the conduct of business,
2-46 commercial or governmental affairs.
2-47 Sec. 20. 1. Except as otherwise provided in subsection 2, the
2-48 provisions of this chapter apply to electronic records and electronic
2-49 signatures relating to a transaction.
3-1 2. The provisions of this chapter do not apply to a transaction to the
3-2 extent it is governed by:
3-3 (a) A law governing the creation and execution of wills, codicils or
3-4 testamentary trusts;
3-5 (b) The Uniform Commercial Code other than NRS 104.1107,
3-6 104.1206 and 104.2101 to 104.2725, inclusive, and 104A.2101 to
3-7 104A.2532, inclusive; or
3-8 (c) Chapters 162 to 167, inclusive, of NRS.
3-9 3. The provisions of this chapter apply to an electronic record or
3-10 electronic signature otherwise excluded from the application of this
3-11 chapter under subsection 2 to the extent it is governed by a law other
3-12 than those specified in subsection 2.
3-13 4. A transaction subject to the provisions of this chapter is also
3-14 subject to other applicable substantive law.
3-15 Sec. 21. The provisions of this chapter apply to any electronic record
3-16 or electronic signature created, generated, sent, communicated, received
3-17 or stored on or after October 1, 2001.
3-18 Sec. 22. 1. The provisions of this chapter do not require a record
3-19 or signature to be created, generated, sent, communicated, received,
3-20 stored or otherwise processed or used by electronic means or in
3-21 electronic form.
3-22 2. The provisions of this chapter apply only to transactions between
3-23 parties each of whom has agreed to conduct transactions by electronic
3-24 means. Whether the parties agree to conduct a transaction by electronic
3-25 means is determined from the context and surrounding circumstances,
3-26 including the parties’ conduct.
3-27 3. A party that agrees to conduct a transaction by electronic means
3-28 may refuse to conduct other transactions by electronic means. The right
3-29 granted by this subsection may not be waived by agreement.
3-30 4. Except as otherwise provided in this chapter, the effect of any of
3-31 the provisions of this chapter may be varied by agreement. The presence
3-32 in certain provisions of this chapter of the words “unless otherwise
3-33 agreed” or words of similar import does not imply that the effect of other
3-34 provisions may not be varied by agreement.
3-35 5. Whether an electronic record or electronic signature has legal
3-36 consequences is determined by the provisions of this chapter and other
3-37 applicable law.
3-38 Sec. 23. 1. A record or signature may not be denied legal effect or
3-39 enforceability solely because it is in electronic form.
3-40 2. A contract may not be denied legal effect or enforceability solely
3-41 because an electronic record was used in its formation.
3-42 3. If a law requires a record to be in writing, an electronic record
3-43 satisfies the law.
3-44 4. If a law requires a signature, an electronic signature satisfies the
3-46 Sec. 24. 1. If parties have agreed to conduct a transaction by
3-47 electronic means and a law requires a person to provide, send or deliver
3-48 information in writing to another person, the requirement is satisfied if
3-49 the information is provided, sent or delivered, as the case may be, in an
4-1 electronic record capable of retention by the recipient at the time of
4-2 receipt. An electronic record is not capable of retention by the recipient if
4-3 the sender or its information processing system inhibits the ability of the
4-4 recipient to print or store the electronic record.
4-5 2. If a law other than this chapter requires a record to be posted or
4-6 displayed in a certain manner, to be sent, communicated or transmitted
4-7 by a specified method or to contain information that is formatted in a
4-8 certain manner, the following rules apply:
4-9 (a) The record must be posted or displayed in the manner specified in
4-10 the other law.
4-11 (b) Except as otherwise provided in paragraph (b) of subsection 4, the
4-12 record must be sent, communicated or transmitted by the method
4-13 specified in the other law.
4-14 (c) The record must contain the information formatted in the manner
4-15 specified in the other law.
4-16 3. If a sender inhibits the ability of a recipient to store or print an
4-17 electronic record, the electronic record is not enforceable against the
4-19 4. The requirements of this section may not be varied by agreement,
4-21 (a) To the extent a law other than this chapter requires information to
4-22 be provided, sent or delivered in writing but permits that requirement to
4-23 be varied by agreement, the requirement under subsection 1 that the
4-24 information be in the form of an electronic record capable of retention
4-25 may also be varied by agreement; and
4-26 (b) A requirement under a law other than this chapter to send,
4-27 communicate or transmit a record by first-class mail, postage prepaid,
4-28 regular United States mail, may be varied by agreement to the extent
4-29 permitted by the other law.
4-30 Sec. 25. 1. An electronic record or electronic signature is
4-31 attributable to a person if it was the act of the person. The act of the
4-32 person may be shown in any manner, including a showing of the efficacy
4-33 of any security procedure applied to determine the person to whom the
4-34 electronic record or electronic signature was attributable.
4-35 2. The effect of an electronic record or electronic signature
4-36 attributed to a person under subsection 1 is determined from the context
4-37 and surrounding circumstances at the time of its creation, execution or
4-38 adoption, including the parties’ agreement, if any, and otherwise as
4-39 provided by law.
4-40 Sec. 26. If a change or error in an electronic record occurs in a
4-41 transmission between parties to a transaction, the following rules apply:
4-42 1. If the parties have agreed to use a security procedure to detect
4-43 changes or errors and one party has conformed to the procedure, but the
4-44 other party has not, and the nonconforming party would have detected
4-45 the change or error had that party also conformed, the conforming party
4-46 may avoid the effect of the changed or erroneous electronic record.
4-47 2. In an automated transaction involving a natural person, the
4-48 natural person may avoid the effect of an electronic record that resulted
4-49 from an error made by him in dealing with the electronic agent of
5-1 another person if the electronic agent did not provide an opportunity for
5-2 the prevention or correction of the error and, at the time the natural
5-3 person learns of the error, the natural person:
5-4 (a) Promptly notifies the other person of the error and that the natural
5-5 person did not intend to be bound by the electronic record received by the
5-6 other person;
5-7 (b) Takes reasonable steps, including steps that conform to the other
5-8 person’s reasonable instructions, to return to the other person or, if
5-9 instructed by the other person, to destroy the consideration received, if
5-10 any, as a result of the erroneous electronic record; and
5-11 (c) Has not used or received any benefit or value from the
5-12 consideration, if any, received from the other person.
5-13 3. If neither subsection 1 nor subsection 2 applies, the change or
5-14 error has the effect provided by other law, including the law of mistake
5-15 and the parties’ contract, if any.
5-16 4. Subsections 2 and 3 may not be varied by agreement.
5-17 Sec. 27. If a law requires a signature or record to be acknowledged,
5-18 the requirement is satisfied if the electronic signature of the person
5-19 authorized to perform those acts, together with all other information
5-20 required to be included by other applicable law, is attached to or logically
5-21 associated with the signature or record.
5-22 Sec. 28. 1. If a law requires that a record be retained, the
5-23 requirement is satisfied by retaining an electronic record of the
5-24 information in the record which:
5-25 (a) Accurately reflects the information set forth in the record after it
5-26 was first generated in its final form as an electronic record or otherwise;
5-28 (b) Remains accessible for later reference.
5-29 2. A requirement to retain a record in accordance with subsection 1
5-30 does not apply to any information the sole purpose of which is to enable
5-31 the record to be sent, communicated or received.
5-32 3. A person may satisfy subsection 1 by using the services of another
5-33 person if the requirements of that subsection are satisfied.
5-34 4. If a law requires a record to be presented or retained in its original
5-35 form, or provides consequences if the record is not presented or retained
5-36 in its original form, that law is satisfied by an electronic record retained
5-37 in accordance with subsection 1.
5-38 5. If a law requires retention of a check, that requirement is satisfied
5-39 by retention of an electronic record of the information on the front and
5-40 back of the check in accordance with subsection 1.
5-41 6. A record retained as an electronic record in accordance with
5-42 subsection 1 satisfies a law requiring a person to retain a record for
5-43 evidentiary, audit or like purposes, unless a law enacted after October 1,
5-44 2001, specifically prohibits the use of an electronic record for the
5-45 specified purpose.
5-46 7. This section does not preclude a governmental agency of this state
5-47 from specifying additional requirements for the retention of a record
5-48 subject to the agency’s jurisdiction.
6-1 Sec. 29. In a proceeding, evidence of a record or signature must not
6-2 be excluded solely because it is in electronic form.
6-3 Sec. 30. In an automated transaction, the following rules apply:
6-4 1. A contract may be formed by the interaction of electronic agents
6-5 of the parties, even if no natural person was aware of or reviewed the
6-6 electronic agents’ actions or the resulting terms and agreements.
6-7 2. A contract may be formed by the interaction of an electronic agent
6-8 and a natural person, acting on his own behalf or for another person, as
6-9 by an interaction in which the natural person performs actions that he is
6-10 free to refuse to perform and which he knows or has reason to know will
6-11 cause the electronic agent to complete the transaction or performance.
6-12 3. The terms of the contract are determined by the substantive law
6-13 applicable to it.
6-14 Sec. 31. 1. Unless otherwise agreed between the sender and the
6-15 recipient, an electronic record is sent when it:
6-16 (a) Is addressed properly or otherwise directed properly to an
6-17 information processing system that the recipient has designated or uses
6-18 for the purpose of receiving electronic records or information of the type
6-19 sent and from which the recipient is able to retrieve the electronic record;
6-20 (b) Is in a form capable of being processed by that system; and
6-21 (c) Enters an information processing system outside the control of the
6-22 sender or of a person that sent the electronic record on behalf of the
6-23 sender or enters a region of the information processing system
6-24 designated or used by the recipient which is under the control of the
6-26 2. Unless otherwise agreed between a sender and the recipient, an
6-27 electronic record is received when:
6-28 (a) It enters an information processing system that the recipient has
6-29 designated or uses for the purpose of receiving electronic records or
6-30 information of the type sent and from which the recipient is able to
6-31 retrieve the electronic record; and
6-32 (b) It is in a form capable of being processed by that system.
6-33 3. Subsection 2 applies even if the place the information processing
6-34 system is located is different from the place the electronic record is
6-35 deemed to be received under subsection 4.
6-36 4. Unless otherwise expressly provided in the electronic record or
6-37 agreed between the sender and the recipient, an electronic record is
6-38 deemed to be sent from the sender’s place of business and to be received
6-39 at the recipient’s place of business. For purposes of this subsection, the
6-40 following rules apply:
6-41 (a) If the sender or recipient has more than one place of business, his
6-42 place of business is the place having the closest relationship to the
6-43 underlying transaction.
6-44 (b) If the sender or the recipient does not have a place of business, the
6-45 place of business is the sender’s or recipient’s residence, as the case may
6-47 5. An electronic record is received under subsection 2 even if no
6-48 natural person is aware of its receipt.
7-1 6. Receipt of an electronic acknowledgment from an information
7-2 processing system described in subsection 2 establishes that a record was
7-3 received but, by itself, does not establish that the content sent
7-4 corresponds to the content received.
7-5 7. If a person is aware that an electronic record purportedly sent
7-6 under subsection 1, or purportedly received under subsection 2, was not
7-7 actually sent or received, the legal effect of the sending or receipt is
7-8 determined by other applicable law. Except to the extent permitted by the
7-9 other law, the requirements of this subsection may not be varied by
7-11 Sec. 32. 1. In this section, “transferable record” means an
7-12 electronic record that:
7-13 (a) Would be a note under NRS 104.3101 to 104.3605, inclusive, or a
7-14 document under NRS 104.7101 to 104.7603, inclusive, if the electronic
7-15 record were in writing; and
7-16 (b) The issuer of the electronic record expressly has agreed is a
7-17 transferable record.
7-18 2. A person has control of a transferable record if a system employed
7-19 for evidencing the transfer of interests in the transferable record reliably
7-20 establishes him as the person to whom the transferable record was issued
7-21 or transferred.
7-22 3. A system satisfies subsection 2, and a person is deemed to have
7-23 control of a transferable record, if the transferable record is created,
7-24 stored and assigned in such a manner that:
7-25 (a) A single authoritative copy of the transferable record exists which
7-26 is unique, identifiable, and, except as otherwise provided in paragraphs
7-27 (d), (e) and (f), unalterable;
7-28 (b) The authoritative copy identifies the person asserting control as:
7-29 (1) The person to whom the transferable record was issued; or
7-30 (2) If the authoritative copy indicates that the transferable record
7-31 has been transferred, the person to whom the transferable record was
7-32 most recently transferred;
7-33 (c) The authoritative copy is communicated to and maintained by the
7-34 person asserting control or its designated custodian;
7-35 (d) Copies or revisions that add or change an identified assignee of
7-36 the authoritative copy can be made only with the consent of the person
7-37 asserting control;
7-38 (e) Each copy of the authoritative copy and any copy of a copy is
7-39 readily identifiable as a copy that is not the authoritative copy; and
7-40 (f) Any revision of the authoritative copy is readily identifiable as
7-41 authorized or unauthorized.
7-42 4. Except as otherwise agreed, a person having control of a
7-43 transferable record is the holder, as defined in subsection 20 of NRS
7-44 104.1201, of the transferable record and has the same rights and
7-45 defenses as a holder of an equivalent record or writing under the
7-46 Uniform Commercial Code, including, if the applicable statutory
7-47 requirements under NRS 104.7501, 104.9308 or subsection 1 of NRS
7-48 104.3302 are satisfied, the rights and defenses of a holder to whom a
7-49 negotiable document of title has been duly negotiated, a purchaser, or a
8-1 holder in due course, respectively. Delivery, possession and endorsement
8-2 are not required to obtain or exercise any of the rights under this
8-4 5. Except as otherwise agreed, an obligor under a transferable
8-5 record has the same rights and defenses as an equivalent obligor under
8-6 equivalent records or writings under the Uniform Commercial Code.
8-7 6. If requested by a person against whom enforcement is sought, the
8-8 person seeking to enforce the transferable record shall provide
8-9 reasonable proof that he is in control of the transferable record. Proof
8-10 may include access to the authoritative copy of the transferable record
8-11 and related business records sufficient to review the terms of the
8-12 transferable record and to establish the identity of the person having
8-13 control of the transferable record.
8-14 Sec. 33. Each governmental agency of this state shall determine
8-15 whether, and the extent to which, it will create and retain electronic
8-16 records and convert written records to electronic records.
8-17 Sec. 34. 1. Except as otherwise provided in subsection 6 of section
8-18 28 of this act, each governmental agency of this state shall determine
8-19 whether, and the extent to which, it will send and accept electronic
8-20 records and electronic signatures to and from other persons and
8-21 otherwise create, generate, communicate, store, process, use and rely
8-22 upon electronic records and electronic signatures.
8-23 2. To the extent that a governmental agency uses electronic records
8-24 and electronic signatures under subsection 1, the governmental agency,
8-25 giving due consideration to security, may specify:
8-26 (a) The manner and format in which the electronic records must be
8-27 created, generated, sent, communicated, received and stored and the
8-28 systems established for those purposes;
8-29 (b) If electronic records must be signed by electronic means, the type
8-30 of electronic signature required, the manner and format in which the
8-31 electronic signature must be affixed to the electronic record, and the
8-32 identity of, or criteria that must be met by, any third party used by a
8-33 person filing a document to facilitate the process;
8-34 (c) Processes and procedures as appropriate to ensure adequate
8-35 preservation, disposition, integrity, security, confidentiality and
8-36 auditability of electronic records; and
8-37 (d) Any other required attributes for electronic records which are
8-38 specified for corresponding nonelectronic records or reasonably
8-39 necessary under the circumstances.
8-40 3. Except as otherwise provided in subsection 6 of section 28 of this
8-41 act, the provisions of this chapter do not require a governmental agency
8-42 of this state to use or permit the use of electronic records or electronic
8-44 Sec. 35. In applying and construing this uniform act, consideration
8-45 must be given to the need to promote uniformity of the law with respect to
8-46 its subject matter among states that enact it.
8-47 Sec. 36. Chapter 720 of NRS is hereby amended by adding thereto a
8-48 new section to read as follows:
8-49 “Record” has the meaning ascribed to it in section 16 of this act.
9-1 Sec. 37. NRS 720.010 is hereby amended to read as follows:
9-2 720.010 As used in this chapter, unless the context otherwise requires,
9-3 the words and terms defined in NRS 720.020 to 720.130, inclusive, and
9-4 section 36 of this act, have the meanings ascribed to them in those
9-6 Sec. 38. NRS 720.060 is hereby amended to read as follows:
9-7 720.060 “Digital signature” means [a transformation of] an electronic
9-8 signature that transforms a message by using an asymmetric
9-9 cryptosystem. As used in this section, “electronic signature” has the
9-10 meaning ascribed to it in section 11 of this act.
9-11 Sec. 39. NRS 720.140 is hereby amended to read as follows:
9-12 720.140 1. The provisions of this chapter apply to any transaction for
9-13 which a digital signature [may be] is used to [satisfy a requirement that a
9-14 document or record be signed or in writing as set forth in NRS 720.160,
9-15 including, without limitation, transactions carried out by private businesses
9-16 and transactions carried out by governmental entities.] sign an electronic
9-18 2. As used in this section, “electronic record” has the meaning
9-19 ascribed to it in section 10 of this act.
9-20 Sec. 40. NRS 720.160 is hereby amended to read as follows:
9-21 720.160 1. Except as otherwise provided in [subsection 2,] this
9-22 section, if each person [or governmental entity] who will be involved in the
9-23 submission and acceptance of a record [or other document] agrees to the
9-24 use of a digital signature, [where a statute or rule of law requires that the
9-25 record or other document be signed or in writing,] the use of a message
9-27 (a) Represents the record [or other document;] ; and
9-28 (b) Is transformed by a digital signature,
9-29 [shall be deemed to satisfy the statute or rule of law with respect to the
9-30 requirement that the record or other document be signed or in writing.]
9-31 constitutes a sufficient signing of the record.
9-32 2. The provisions of this section do not apply with respect to:
9-33 (a) [A sworn statement;
9-34 (b)] An acknowledgment;
9-35 [(c)] (b) A record [or other document] that is required to be signed in
9-36 the presence of a third party; or
9-37 [(d)] (c) A record [or other document] with respect to which the
9-38 requirement that the record [or other document] must be signed [or in
9-39 writing] is accompanied by an additional qualifying requirement.
9-40 Sec. 41. NRS 78.010 is hereby amended to read as follows:
9-41 78.010 1. As used in this chapter:
9-42 (a) “Approval” and “vote” as describing action by the directors or
9-43 stockholders mean the vote of directors in person or by written consent or
9-44 of stockholders in person, by proxy or by written consent.
9-45 (b) “Articles,” “articles of incorporation” and “certificate of
9-46 incorporation” are synonymous terms and unless the context otherwise
9-47 requires, include all certificates filed pursuant to NRS 78.030, 78.1955,
9-48 78.209, 78.380, 78.385 and 78.390 and any articles of merger or exchange
9-49 filed pursuant to NRS 92A.200 to 92A.240, inclusive. Unless the context
10-1 otherwise requires, these terms include restated articles and certificates of
10-3 (c) “Directors” and “trustees” are synonymous terms.
10-4 (d) “Receiver” includes receivers and trustees appointed by a court as
10-5 provided in this chapter or in chapter 32 of NRS.
10-6 (e) “Registered office” means the office maintained at the street address
10-7 of the resident agent.
10-8 (f) “Resident agent” means the agent appointed by the corporation upon
10-9 whom process or a notice or demand authorized by law to be served upon
10-10 the corporation may be served.
10-11 (g) “Sign” means to affix a signature to a document.
10-12 (h) “Signature” means a name, word or mark executed or adopted by a
10-13 person with the present intention to authenticate a document. The term
10-14 includes, without limitation, [a digital] an electronic signature as defined
10-15 in [NRS 720.060.] section 11 of this act.
10-16 (i) “Stockholder of record” means a person whose name appears on the
10-17 stock ledger of the corporation.
10-18 (j) “Street address” of a resident agent means the actual physical
10-19 location in this state at which a resident agent is available for service of
10-21 2. General terms and powers given in this chapter are not restricted by
10-22 the use of special terms, or by any grant of special powers contained in this
10-24 Sec. 42. NRS 78A.090 is hereby amended to read as follows:
10-25 78A.090 1. A close corporation may operate without a board of
10-26 directors if the certificate of incorporation contains a statement to that
10-28 2. An amendment to the certificate of incorporation eliminating a
10-29 board of directors must be approved:
10-30 (a) By all the shareholders of the corporation, whether or not otherwise
10-31 entitled to vote on amendments; or
10-32 (b) If no shares have been issued, by all subscribers for shares, if any, or
10-33 if none, by the incorporators.
10-34 3. While a corporation is operating without a board of directors as
10-35 authorized by subsection 1:
10-36 (a) All corporate powers must be exercised by or under the authority of,
10-37 and the business and affairs of the corporation managed under the direction
10-38 of, the shareholders.
10-39 (b) Unless the articles of incorporation provide otherwise:
10-40 (1) Action requiring the approval of the board of directors or of both
10-41 the board of directors and the shareholders is authorized if approved by the
10-42 shareholders; and
10-43 (2) Action requiring a majority or greater percentage vote of the
10-44 board of directors is authorized if approved by the majority or greater
10-45 percentage of votes of the shareholders entitled to vote on the action.
10-46 (c) A requirement by a state or the United States that a document
10-47 delivered for filing contain a statement that specified action has been taken
10-48 by the board of directors is satisfied by a statement that the corporation is a
11-1 close corporation without a board of directors and that the action was
11-2 approved by the shareholders.
11-3 (d) The shareholders by resolution may appoint one or more
11-4 shareholders to sign documents as designated directors.
11-5 4. An amendment to the articles of incorporation that deletes the
11-6 provision which eliminates a board of directors must be approved by the
11-7 holders of at least two-thirds of the votes of each class or series of shares of
11-8 the corporation, voting as separate voting groups, whether or not otherwise
11-9 entitled to vote on amendments. The amendment must specify the number,
11-10 names and mailing addresses of the directors of the corporation or describe
11-11 who will perform the duties of the board of directors.
11-12 5. As used in this section, “sign” means to execute or adopt a name,
11-13 word or mark, including, without limitation, [a digital] an electronic
11-14 signature as defined in [NRS 720.060,] section 11 of this act, with the
11-15 present intention to authenticate a document.
11-16 Sec. 43. NRS 80.003 is hereby amended to read as follows:
11-17 80.003 “Signed” means to have executed or adopted a name, word or
11-18 mark, including, without limitation, [a digital] an electronic signature as
11-19 defined in [NRS 720.060,] section 11 of this act, with the present intention
11-20 to authenticate a document.
11-21 Sec. 44. NRS 81.0015 is hereby amended to read as follows:
11-22 81.0015 “Signed” means to have executed or adopted a name, word or
11-23 mark, including, without limitation, [a digital] an electronic signature as
11-24 defined in [NRS 720.060,] section 11 of this act, with the present intention
11-25 to authenticate a document.
11-26 Sec. 45. NRS 82.043 is hereby amended to read as follows:
11-27 82.043 “Signature” means a name, word or mark executed or adopted
11-28 by a person with the present intention to authenticate a document. The term
11-29 includes, without limitation, [a digital] an electronic signature as defined
11-30 in [NRS 720.060.] section 11 of this act.
11-31 Sec. 46. NRS 84.004 is hereby amended to read as follows:
11-32 84.004 “Signed” means to have executed or adopted a name, word or
11-33 mark, including, without limitation, [a digital] an electronic signature as
11-34 defined in [NRS 720.060,] section 11 of this act, with the present intention
11-35 to authenticate a document.
11-36 Sec. 47. NRS 86.127 is hereby amended to read as follows:
11-37 86.127 “Signature” means a name, word or mark executed or adopted
11-38 by a person with the present intention to authenticate a document. The term
11-39 includes, without limitation, [a digital] an electronic signature as defined
11-40 in [NRS 720.060.] section 11 of this act.
11-41 Sec. 48. NRS 87.020 is hereby amended to read as follows:
11-42 87.020 As used in this chapter, unless the context otherwise requires:
11-43 1. “Bankrupt” includes bankrupt under the Federal Bankruptcy Act or
11-44 insolvent under any state insolvent act.
11-45 2. “Business” includes every trade, occupation or profession.
11-46 3. “Conveyance” includes every assignment, lease, mortgage or
11-48 4. “Court” includes every court and judge having jurisdiction in the
12-1 5. “Professional service” means any type of personal service which
12-2 may legally be performed only pursuant to a license or certificate of
12-4 6. “Real property” includes land and any interest or estate in land.
12-5 7. “Registered limited-liability partnership” means a partnership
12-6 formed pursuant to an agreement governed by this chapter for the purpose
12-7 of rendering a professional service and registered pursuant to and
12-8 complying with NRS 87.440 to 87.560, inclusive.
12-9 8. “Signature” means a name, word or mark executed or adopted by a
12-10 person with the present intention to authenticate a document. The term
12-11 includes, without limitation, [a digital] an electronic signature as defined
12-12 in [NRS 720.060.] section 11 of this act.
12-13 9. “Signed” means to have affixed a signature to a document.
12-14 10. “Street address” of a resident agent means the actual physical
12-15 location in this state at which a resident agent is available for service of
12-17 Sec. 49. NRS 88.315 is hereby amended to read as follows:
12-18 88.315 As used in this chapter, unless the context otherwise requires:
12-19 1. “Certificate of limited partnership” means the certificate referred to
12-20 in NRS 88.350, and the certificate as amended or restated.
12-21 2. “Contribution” means any cash, property, services rendered, or a
12-22 promissory note or other binding obligation to contribute cash or property
12-23 or to perform services, which a partner contributes to a limited partnership
12-24 in his capacity as a partner.
12-25 3. “Event of withdrawal of a general partner” means an event that
12-26 causes a person to cease to be a general partner as provided in NRS 88.450.
12-27 4. “Foreign limited partnership” means a partnership formed under the
12-28 laws of any state other than this state and having as partners one or more
12-29 general partners and one or more limited partners.
12-30 5. “General partner” means a person who has been admitted to a
12-31 limited partnership as a general partner in accordance with the partnership
12-32 agreement and named in the certificate of limited partnership as a general
12-34 6. “Limited partner” means a person who has been admitted to a
12-35 limited partnership as a limited partner in accordance with the partnership
12-37 7. “Limited partnership” and “domestic limited partnership” mean a
12-38 partnership formed by two or more persons under the laws of this state and
12-39 having one or more general partners and one or more limited partners.
12-40 8. “Partner” means a limited or general partner.
12-41 9. “Partnership agreement” means any valid agreement, written or oral,
12-42 of the partners as to the affairs of a limited partnership and the conduct of
12-43 its business.
12-44 10. “Partnership interest” means a partner’s share of the profits and
12-45 losses of a limited partnership and the right to receive distributions of
12-46 partnership assets.
12-47 11. “Registered office” means the office maintained at the street
12-48 address of the resident agent.
13-1 12. “Resident agent” means the agent appointed by the limited
13-2 partnership upon whom process or a notice or demand authorized by law to
13-3 be served upon the limited partnership may be served.
13-4 13. “Sign” means to affix a signature to a document.
13-5 14. “Signature” means a name, word or mark executed or adopted by a
13-6 person with the present intention to authenticate a document. The term
13-7 includes, without limitation, [a digital] an electronic signature as defined
13-8 in [NRS 720.060.] section 11 of this act.
13-9 15. “State” means a state, territory or possession of the United States,
13-10 the District of Columbia or the Commonwealth of Puerto Rico.
13-11 16. “Street address” of a resident agent means the actual physical
13-12 location in this state at which a resident is available for service of process.
13-13 Sec. 50. NRS 88A.090 is hereby amended to read as follows:
13-14 88A.090 “Signature” means a name, word or mark executed or
13-15 adopted by a person with the present intention to authenticate a document.
13-16 The term includes, without limitation, [a digital] an electronic signature as
13-17 defined in [NRS 720.060.] section 11 of this act.
13-18 Sec. 51. NRS 89.250 is hereby amended to read as follows:
13-19 89.250 1. A professional association shall, on or before the last day
13-20 of the month in which the anniversary date of its organization occurs in
13-21 each year, furnish a statement to the secretary of state showing the names
13-22 and residence addresses of all members and employees in such association
13-23 and shall certify that all members and employees are licensed to render
13-24 professional service in this state.
13-25 2. The statement must:
13-26 (a) Be made on a form prescribed by the secretary of state and must not
13-27 contain any fiscal or other information except that expressly called for by
13-28 this section.
13-29 (b) Be signed by the chief executive officer of the association.
13-30 3. Upon filing the annual statement required by this section, the
13-31 association shall pay to the secretary of state a fee of $15.
13-32 4. As used in this section, “signed” means to have executed or adopted
13-33 a name, word or mark, including, without limitation, [a digital] an
13-34 electronic signature as defined in [NRS 720.060,] section 11 of this act,
13-35 with the present intention to authenticate a document.
13-36 Sec. 52. NRS 92A.230 is hereby amended to read as follows:
13-37 92A.230 1. Articles of merger or exchange must be signed by each
13-38 domestic constituent entity as follows:
13-39 (a) By the president or a vice president of a domestic corporation,
13-40 whether or not for profit;
13-41 (b) By all the general partners of a domestic limited partnership;
13-42 (c) By a manager of a domestic limited-liability company with
13-43 managers or by all the members of a domestic limited-liability company
13-44 without managers; and
13-45 (d) By a trustee of a domestic business trust.
13-46 2. If the domestic entity is a corporation, the articles must also be
13-47 signed by the secretary or an assistant secretary.
13-48 3. Articles of merger or exchange must be signed by each foreign
13-49 constituent entity in the manner provided by the law governing it.
14-1 4. As used in this section, “signed” means to have executed or adopted
14-2 a name, word or mark, including, without limitation, [a digital] an
14-3 electronic signature as defined in [NRS 720.060,] section 11 of this act,
14-4 with the present intention to authenticate a document.
14-5 Sec. 53. NRS 720.170 is hereby repealed.
14-6 Sec. 54. This act becomes effective on July 1, 2001.
14-7 TEXT OF REPEALED SECTION
14-8 720.170 Authorization for electronic submission of documents to
14-9 public agency.
14-10 1. Except as otherwise provided by specific statute, a public agency
14-11 may provide that any document submitted to the public agency may be
14-12 submitted electronically if the document is transformed by a digital
14-14 2. As used in this section, “public agency” means an agency, bureau,
14-15 board, commission, department or division of the State of Nevada or a
14-16 political subdivision thereof.