[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)