Nrs: Chapter 75 - General Provisions


Published: 2015

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[Rev. 11/21/2013 9:17:32

AM--2013]



TITLE 7 - BUSINESS ASSOCIATIONS; SECURITIES; COMMODITIES

CHAPTER 75 - GENERAL PROVISIONS

NRS 75.010             Definitions.



NRS 75.020             “Deliver”

and “delivery” defined.

NRS 75.030             “Electronic”

defined.

NRS 75.040             “Electronic

record” defined.

NRS 75.050             “Electronic

transmission” and “electronically transmitted” defined.

NRS 75.060             “Record”

defined.

NRS 75.070             “Sign”

and “signature” defined.

NRS 75.080             “Street

address” defined.

NRS 75.090             “Writing”

and “written” defined.

NRS 75.150             Notices

and other communications.

NRS 75.160             Service

of process on certain management persons.

_________

      NRS 75.010  Definitions.  As

used in this title, unless the context otherwise requires, the words and terms

defined in NRS 75.020 to 75.090,

inclusive, have the meanings ascribed to them in those sections.

      (Added to NRS by 2011, 2765)

      NRS 75.020  “Deliver” and “delivery” defined.  “Deliver”

or “delivery” means any method of delivery used in conventional commercial

practice, including, without limitation, delivery by hand, mail, commercial

delivery and, if authorized in accordance with NRS

75.150, by electronic transmission.

      (Added to NRS by 2011, 2765)

      NRS 75.030  “Electronic” defined.  “Electronic”

means relating to any technology, process or system having electrical, digital,

magnetic, wireless, optical, electromagnetic or similar characteristics or

qualities.

      (Added to NRS by 2011, 2765)

      NRS 75.040  “Electronic record” defined.  “Electronic

record” means information that is stored in an electronic or other medium and

is retrievable in paper form through an automated process used in conventional

commercial practice or, if authorized in accordance with subsection 8 of NRS 75.150, is otherwise retrievable in perceivable

form.

      (Added to NRS by 2011, 2765)

      NRS 75.050  “Electronic transmission” and “electronically transmitted”

defined.  “Electronic transmission”

or “electronically transmitted” means any form or process of communication not

directly involving the physical transfer of paper or another tangible medium

which:

      1.  Is suitable for the retention,

retrieval and reproduction of information by the recipient; and

      2.  Is retrievable and reproducible in

paper form by the recipient through an automated process used in conventional

commercial practice, unless otherwise authorized in accordance with subsection

8 of NRS 75.150.

      (Added to NRS by 2011, 2766)

      NRS 75.060  “Record” defined.  “Record”

means information that is inscribed on any tangible medium, including, without

limitation, any writing or written instrument, or an electronic record.

      (Added to NRS by 2011, 2766)

      NRS 75.070  “Sign” and “signature” defined.  “Sign”

or “signature” means with the present intent to authenticate or adopt a record

or identify oneself:

      1.  To execute or otherwise adopt a

tangible symbol, name, word or mark, including, without limitation, any manual,

facsimile or confirmed signature; or

      2.  To attach to or logically associate

with an electronic transmission an electronic sound, symbol or process,

including, without limitation, an electronic signature, in an electronic

transmission.

      (Added to NRS by 2011, 2766)

      NRS 75.080  “Street address” defined.  “Street

address” of a registered agent means the actual physical location in this State

at which a registered agent is available for service of process. As used in

this section, “registered agent” has the meaning ascribed to it in NRS 77.230.

      (Added to NRS by 2011, 2766)

      NRS 75.090  “Writing” and “written” defined.  “Writing”

or “written” means any information in the form of a record.

      (Added to NRS by 2011, 2766)

      NRS 75.150  Notices and other communications.

      1.  Except as otherwise provided by

specific statute:

      (a) Any notice or other communication described

in this title may be given or sent by any method of delivery; and

      (b) An electronic transmission must be in

accordance with this section.

      2.  A notice or other communication given

or sent pursuant to the organic law or organic rules of an entity may be

delivered by electronic transmission if:

      (a) Consented to by the recipient or authorized

by subsection 9; and

      (b) The electronic transmission contains or is

accompanied by information from which the recipient can determine the date of

the transmission.

      3.  Any consent under subsection 2 may be

revoked by the person who consented by written or electronic notice to the

person to whom the consent was delivered. Any such consent is deemed revoked

if:

      (a) The person is unable to receive two

consecutive electronic transmissions given by the entity or organization in

accordance with such consent; and

      (b) Such inability becomes known to the secretary

of the entity sending the electronic transmissions or to the transfer agent or

other person responsible for the giving of notice or other communications.

Ê The

inadvertent failure to treat any such inability as a revocation does not

invalidate any meeting or other action.

      4.  Unless otherwise agreed between sender

and recipient, an electronic transmission is received when:

      (a) It enters an information processing system

that the recipient has designated or uses for the purpose of receiving

electronic transmissions or information of the type sent; and

      (b) It is in a form ordinarily capable of being

processed by that system.

      5.  Receipt of an electronic acknowledgment

from an information processing system described in paragraph (a) of subsection

4 establishes that an electronic transmission was received but, by itself, does

not establish that the content sent corresponds to the content received.

      6.  An electronic transmission is received

under this section even if no natural person is aware of its receipt.

      7.  Except as otherwise provided by

specific statute, any notice or other communication, if in a comprehensible

form or manner, is effective at the earliest of the following:

      (a) If in a physical form, when it is left at:

             (1) The address of a stockholder, member,

partner or other owner of an entity, whichever is applicable, as it appears

upon the records of the entity;

             (2) The residence or usual place of

business of a director, manager or general partner, whichever is applicable;

             (3) The entity’s principal place of

business; or

             (4) If to a recipient other than a

stockholder, director, member, partner or other owner of an entity or an

entity, such person’s residence or usual place of business;

      (b) If mailed by United States mail postage

prepaid and correctly addressed to a stockholder, member, partner or other

owner of an entity, upon deposit in the United States mail;

      (c) If mailed by United States mail postage

prepaid and correctly addressed to a recipient other than a stockholder,

member, partner or other owner of an entity, the earliest of:

             (1) If sent by registered or certified

mail, return receipt requested, the date shown on the return receipt signed by

or on behalf of the addressee; or

             (2) Five days after it is deposited in the

United States mail;

      (d) If an electronic transmission, when it is

received as provided in subsection 4; and

      (e) If oral, when communicated.

Ê In the

absence of fraud, an affidavit of the secretary of the entity or the transfer

agent or any other agent of the entity that the notice has been given by a form

of electronic transmission is prima facie evidence of the facts stated in the

affidavit.

      8.  A notice or other communication may be

in the form of an electronic transmission that cannot be directly reproduced in

paper form by the recipient through an automated process used in conventional

commercial practice only if:

      (a) The electronic transmission is otherwise

retrievable in perceivable form; and

      (b) The sender and the recipient have consented

in writing to the use of such form of electronic transmission.

      9.  If any provision of this title

prescribes requirements for notices or other communication in particular

circumstances, those requirements govern. If the organic rules of an entity

prescribe requirements for notices or other communications, not inconsistent

with this section or other provisions of this title, those requirements govern.

The organic rules of an entity may authorize, require or prohibit delivery of

notices of meetings of directors, managers, members, partners or other owners

of the entity by electronic transmission.

      10.  In the event that any provisions of

this section are deemed to modify, limit or supersede the federal Electronic

Signatures in Global and National Commerce Act, 15 U.S.C. §§ 7001 et seq., the

provisions of this section shall be deemed to control to the maximum extent

permitted by section 102(a)(2) of that Act, 15 U.S.C. § 7002(a)(2).

      11.  As used in this section:

      (a) “Entity” has the meaning ascribed to it in NRS 77.060.

      (b) “Organic law” has the meaning ascribed to it

in NRS 77.170.

      (c) “Organic rules” has the meaning ascribed to

it in NRS 77.180.

      (Added to NRS by 2011, 2766)

      NRS 75.160  Service of process on certain management persons.

      1.  Every nonresident of this State who, on

or after October 1, 2013, accepts election or appointment, including reelection

or reappointment, as a management person of an entity, or who, on or after

October 1, 2014, serves in such capacity, and every resident of this State who

accepts election or appointment or serves in such capacity and thereafter

removes residence from this State shall be deemed, by the acceptance or by the

service, to have consented to the appointment of the registered agent of the

entity as an agent upon whom service of process may be made in all civil

actions or proceedings brought in this State by, on behalf of or against the entity

in which the management person is a necessary or proper party, or in any action

or proceeding against the management person for a violation of a duty in such

capacity, whether or not the person continues to serve as the management person

at the time the action or proceeding is commenced. The acceptance or the

service by the management person shall be deemed to be signification of the

consent of the management person that any process so served has the same legal

force and validity as if served upon the management person within this State.

      2.  Service of process must be effected by

serving the registered agent with a true copy in the manner provided by law for

service of process. In addition, the clerk of the court in which the civil

action or proceeding is pending shall, within 7 days after service, send by

registered or certified mail, postage prepaid, true and attested copies of the

process, together with a statement that service is being made pursuant to this

section, addressed to the management person at the address as it appears on the

records of the Secretary of State, or if no such address appears, at the

address last known to the party desiring to make the service.

      3.  The appointment of the registered agent

is irrevocable. If any entity or management person fails to appoint a

registered agent, or fails to file a statement of change of registered agent

pursuant to NRS 77.340 before the

effective date of a vacancy in the agency pursuant to NRS 77.330 or 77.370, on the production of a certificate

of the Secretary of State showing either fact, which is conclusive evidence of

the fact so certified to be made a part of the return of service, or if the

street address of the registered agent of the entity is not staffed as required

pursuant to NRS 14.020, which fact is

to be made part of the return of service, the management person may be served

with any and all legal process, or a demand or notice described in NRS 14.020, by delivering a copy to the

Secretary of State or, in the absence of the Secretary of State, to any deputy

secretary of state, and such service is valid to all intents and purposes. The

copy must:

      (a) Include a specific citation to the provisions

of this section. The Secretary of State may refuse to accept such service if

the proper citation is not included.

      (b) Be accompanied by a fee of $10.

Ê The

Secretary of State shall keep a copy of the legal process received pursuant to

this section in the Office of the Secretary of State for at least 1 year after

receipt thereof and shall make those records available for public inspection

during normal business hours.

      4.  In all cases of service pursuant to

subsection 3, the defendant has 40 days, exclusive of the day of service,

within which to answer or plead. Before such service is authorized, the

plaintiff shall make or cause to be made and filed an affidavit setting forth

the facts, showing that due diligence has been used to ascertain the

whereabouts of the management person to be served, and the facts showing that

direct or personal service on, or notice to, the management person cannot be

made.

      5.  If it appears from the affidavit that

there is a last known address of the management person, the plaintiff shall, in

addition to and after such service on the Secretary of State, mail or cause to

be mailed to the management person at such address, by registered or certified

mail, a copy of the summons and a copy of the complaint, and in all such cases

the defendant has 40 days after the date of the mailing within which to appear

in the action.

      6.  Service pursuant to subsection 3

provides an additional manner of serving process, and does not affect the

validity of any other valid service.

      7.  In any action in which any management

person has been served with process pursuant to subsection 2, the time in which

a defendant is required to appear and file a responsive pleading must be

computed from the date of mailing by the clerk of the court. The court may

grant an extension of time as may be necessary to afford the management person

reasonable opportunity to defend the action.

      8.  In a charter or other writing, a

management person or owner of any entity may consent to be subject to the

nonexclusive jurisdiction of the courts of, or arbitration in, a specified

jurisdiction, or the exclusive jurisdiction of the courts of this State, or the

exclusivity of arbitration in a specified jurisdiction or this State, and to be

served with process in the manner prescribed in the charter or other writing.

Notwithstanding any other provision of this subsection, except by agreeing to

arbitrate any arbitrable matter in a specified jurisdiction or in this State,

an owner of an entity who is not a management person may not waive its right to

maintain a legal action or proceeding in the courts of this State with respect

to matters relating to the organization or internal affairs of an entity.

Without limiting or affecting the enforceability under the laws of this State

governing corporations of any consent or agreement by a management person or

stockholder of a corporation, this subsection does not apply to an entity which

is a corporation.

      9.  This section does not limit or affect

the right to serve process in any other manner now existing or hereafter

enacted. This section is an extension of, and not a limitation upon, the right

otherwise existing of service of legal process upon nonresidents.

      10.  As used in this section:

      (a) “Charter” means the articles of organization

or an operating agreement of a limited-liability company, the certificate of

limited partnership or partnership agreement of a limited partnership or the

certificate of trust or governing instrument of a business trust.

      (b) “Entity” means a domestic:

             (1) Corporation, whether or not for

profit;

             (2) Limited-liability company;

             (3) Limited partnership; or

             (4) Business trust.

      (c) “Management person” means a director,

officer, manager, managing member, general partner or trustee of an entity.

      (d) “Owner” means a member of a limited-liability

company, limited partner of a limited partnership or beneficial owner of a

business trust.

      (e) “Registered agent” has the meaning ascribed

to it in NRS 77.230.

      (Added to NRS by 2013, 1267)

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