[Rev. 2/10/2015 4:05:06
PM--2014R2]
CHAPTER 81 - MISCELLANEOUS ORGANIZATIONS
GENERAL PROVISIONS
NRS 81.0026 Prohibition
against formation of entity for certain illegal purposes.
NRS 81.0027 Form
required for filing of records.
NRS 81.003 Filing
of records written in language other than English.
NRS 81.006 Correction
of inaccurate or defective record filed with Secretary of State; cancellation
of filings.
NRS 81.0065 Secretary
of State authorized to adopt certain regulations to allow entities to carry out
powers and duties through most recent technology.
NONPROFIT COOPERATIVE CORPORATIONS
NRS 81.010 Formation;
applicable law; revival of certain expired corporations.
NRS 81.020 Capital
stock; purpose; voting power of members; meetings; dividends; dealing in
products of nonmembers; distribution of surplus funds or issuance of refunds to
members.
NRS 81.030 Memberships:
Certificates; transfer and assignment.
NRS 81.040 Articles
of incorporation: Required provisions.
NRS 81.050 Articles
of incorporation: Optional provisions.
NRS 81.055 Articles
of incorporation: Prohibited names and businesses; certification required
before filing of certain articles or amendments; defaulting corporations.
NRS 81.060 Articles
of incorporation: Filing requirements; acceptable evidence of incorporation.
NRS 81.070 Amendment
of articles of incorporation.
NRS 81.080 Bylaws:
Adoption; amendment; effectiveness.
NRS 81.090 Bylaws:
Optional provisions.
NRS 81.100 Bylaws:
Provisions for unequal property rights.
NRS 81.110 General
powers.
NRS 81.120 Marketing
contracts: Powers of corporation; title to property.
NRS 81.130 Consolidation
of cooperative corporations: Procedure; powers.
NRS 81.150 Right
of corporation to do business: Quo warranto proceedings.
NRS 81.160 Applicability
of NRS 81.010 to 81.160,
inclusive.
COOPERATIVE ASSOCIATIONS
NRS 81.170 “Lawful
business” defined; construction of NRS 81.170 to 81.270, inclusive.
NRS 81.175 Applicable
law.
NRS 81.180 Formation
of cooperative association: No capital stock; issuance of membership
certificates.
NRS 81.190 Members:
Qualifications, rights, interest and duties.
NRS 81.200 Articles
of association: Filing requirements; required provisions.
NRS 81.205 Articles
of association: Prohibited names and businesses; certification required before
filing of certain articles or amendments; defaulting associations.
NRS 81.210 Purpose
of business may be changed; amendment of articles.
NRS 81.220 General
powers.
NRS 81.230 Bylaws:
Adoption; amendment; required and optional provisions.
NRS 81.240 Bylaws:
Required and optional provisions concerning profits.
NRS 81.250 Recording
and maintaining of bylaws and amendments.
NRS 81.260 Association’s
property subject to execution; member’s interest sold upon execution; rights of
purchaser.
NRS 81.270 Succession
to membership: Nomination and transfer on death.
NONPROFIT COOPERATIVE CORPORATIONS WITHOUT STOCK
NRS 81.410 Formation;
applicable law.
NRS 81.420 No
capital stock; not to be carried on for profit.
NRS 81.430 Memberships:
Certificates; transfer and assignment.
NRS 81.440 Articles
of incorporation: Required provisions.
NRS 81.445 Articles
of incorporation: Prohibited names and businesses; certification required
before filing of certain articles or amendments; defaulting corporations.
NRS 81.450 Articles
of incorporation: Filing requirements; acceptable evidence of incorporation.
NRS 81.470 Bylaws:
Adoption; amendment; effectiveness.
NRS 81.480 Bylaws:
Optional provisions.
NRS 81.490 Bylaws:
Provisions for unequal voting power.
NRS 81.500 General
powers.
NRS 81.505 Restriction
on power of rural electric cooperatives to sell, lease or dispose of assets.
NRS 81.507 Reversion
of unclaimed capital credit to electric cooperative under certain
circumstances.
NRS 81.510 Agreements
for unified action by cooperative corporations.
NRS 81.540 Applicability
and effect of NRS 81.410 to 81.540,
inclusive.
CHARITABLE ORGANIZATIONS
NRS 81.550 Short
title.
NRS 81.560 Declaration
of policy.
NRS 81.570 References
to Internal Revenue Code.
NRS 81.580 Definitions.
NRS 81.600 “Director”
defined.
NRS 81.605 “Governing
instrument” defined.
NRS 81.610 “Private
foundation” defined.
NRS 81.620 Applicability
of NRS 81.550 to 81.660,
inclusive.
NRS 81.630 Prohibited
acts.
NRS 81.640 Minimum
distributions required.
NRS 81.650 Amendment
of governing instrument: Procedure.
NRS 81.660 Amendment
of governing instrument: Provision for termination of status of private foundation.
UNINCORPORATED NONPROFIT
ASSOCIATIONS (UNIFORM ACT)
General Provisions
NRS 81.700 Short
title.
NRS 81.705 Definitions.
NRS 81.710 “Established
practices” defined.
NRS 81.715 “Governing
principles” defined.
NRS 81.720 “Manager”
defined.
NRS 81.725 “Member”
defined.
NRS 81.730 “Person”
defined.
NRS 81.735 “State”
defined.
NRS 81.740 “Unincorporated
nonprofit association” defined.
NRS 81.745 Relation
to other law.
NRS 81.750 Governing
law.
Nature and Powers
NRS 81.755 Legal
entity; perpetual existence; powers.
NRS 81.760 Ownership
and transfer of property.
NRS 81.765 Statement
of authority as to real property.
NRS 81.770 Liability.
NRS 81.775 Assertion
and defense of claims.
NRS 81.780 Effect
of judgment or order.
NRS 81.785 Appointment
of agent to receive service of process; service of process.
NRS 81.790 Action
or proceeding not abated by change in members or managers.
NRS 81.795 Venue.
Members and Managers
NRS 81.800 Member
not agent.
NRS 81.805 Certain
actions require approval by members.
NRS 81.810 Meetings
of members: Voting, notice and quorum requirements.
NRS 81.815 Duties
of member.
NRS 81.820 Admission,
suspension, dismissal or expulsion of members.
NRS 81.825 Resignation
of member.
NRS 81.830 Membership
interest not transferable.
NRS 81.835 Selection
of managers; management rights of managers.
NRS 81.840 Duties
of managers.
NRS 81.845 Meetings
of managers: Notice and quorum requirements.
NRS 81.850 Right
of member or manager to information.
NRS 81.855 Distributions
prohibited; compensation and other permitted payments.
NRS 81.860 Reimbursement;
indemnification; advancement of expenses.
Termination and Mergers
NRS 81.865 Dissolution.
NRS 81.870 Winding
up and termination.
NRS 81.875 Mergers.
Miscellaneous Provisions
NRS 81.880 Transition
concerning real and personal property.
NRS 81.885 Uniformity
of application and construction.
NRS 81.890 Relations
to Electronic Signatures in Global and National Commerce Act.
_________
GENERAL PROVISIONS
NRS 81.0026 Prohibition against formation of entity for certain illegal
purposes. A person shall not form
an entity pursuant to this chapter for any illegal purpose or with the
fraudulent intent to conceal any business activity, or lack thereof, from
another person or a governmental agency.
(Added to NRS by 2013, 849)
NRS 81.0027 Form required for filing of records.
1. Each record filed with the Secretary of
State pursuant to this chapter must be on or accompanied by a form prescribed
by the Secretary of State.
2. The Secretary of State may refuse to
file a record which does not comply with subsection 1 or which does not contain
all of the information required by statute for filing the record.
3. If the provisions of the form
prescribed by the Secretary of State conflict with the provisions of any record
that is submitted for filing with the form:
(a) The provisions of the form control for all
purposes with respect to the information that is required by statute to appear
in the record in order for the record to be filed; and
(b) Unless otherwise provided in the record, the
provisions of the record control in every other situation.
4. The Secretary of State may by
regulation provide for the electronic filing of records with the Office of the
Secretary of State.
(Added to NRS by 2003, 20th
Special Session, 48)
NRS 81.003 Filing of records written in language other than English. No record which is written in a language other
than English may be filed or submitted for filing in the Office of the
Secretary of State pursuant to the provisions of this chapter unless it is
accompanied by a verified translation of that record into the English language.
(Added to NRS by 1995, 1120; A 2003, 3117)
NRS 81.006 Correction of inaccurate or defective record filed with
Secretary of State; cancellation of filings.
1. A nonprofit
cooperative corporation, a cooperative association, a charitable organization
or any other entity formed under the provisions of this chapter may correct a
record filed with the Secretary of State with respect to the entity if the
record contains an inaccurate description of an action or if the record was
defectively signed, attested, sealed, verified or acknowledged.
2. To correct a record, the entity must:
(a) Prepare a certificate of correction which:
(1) States the name of the entity;
(2) Describes the record, including,
without limitation, its filing date;
(3) Specifies the inaccuracy or defect;
(4) Sets forth the inaccurate or defective
portion of the record in an accurate or corrected form; and
(5) Is signed by an officer of the entity
or, if the certificate is filed before the first meeting of the board of
directors, by an incorporator or director, or by some other person specifically
authorized by the entity to sign the certificate.
(b) Deliver the certificate to the Secretary of
State for filing.
(c) Pay a filing fee of $25 to the Secretary of
State.
3. A certificate of correction is
effective on the effective date of the record it corrects except as to persons
relying on the uncorrected record and adversely affected by the correction. As
to those persons, the certificate is effective when filed.
4. If a nonprofit cooperative corporation,
a cooperative association, a charitable organization or any other entity formed
under the provisions of this chapter has made a filing with the Secretary of
State and the Secretary of State has not processed the filing and placed the
filing into the public record, the nonprofit cooperative corporation,
cooperative association, charitable organization or other entity may cancel the
filing by:
(a) Filing a statement of cancellation with the
Secretary of State; and
(b) Paying a fee of $50.
(Added to NRS by 2003, 20th
Special Session, 48; A 2009, 2832;
2013, 849)
NRS 81.0065 Secretary of State authorized to adopt certain regulations to
allow entities to carry out powers and duties through most recent technology. The Secretary of State may adopt regulations
to define, for the purposes of certain provisions of this chapter, the terms
“meeting,” “writing,” “written” and other terms to allow a corporation,
association, organization or other entity which is subject to the provisions of
this chapter to carry out its powers and duties as prescribed by this chapter
through the use of the most recent technology available including, without
limitation, the use of electronic communications, videoconferencing and
telecommunications.
(Added to NRS by 2011, 777)
NONPROFIT COOPERATIVE CORPORATIONS
NRS 81.010 Formation; applicable law; revival of certain expired
corporations.
1. Nonprofit cooperative
corporations may be formed by the voluntary association of any three or more
persons in the manner prescribed in NRS 81.010 to 81.160, inclusive. A majority of the persons must be
residents of this State, and such a corporation has and may exercise the powers
necessarily incident thereto. Except as otherwise provided in subsection 2, the
provisions of chapter 78 of NRS govern each
nonprofit cooperative corporation organized pursuant to NRS
81.010 to 81.160, inclusive. If such a nonprofit
cooperative corporation is organized without shares of stock, the members shall
be deemed to be “shareholders” or “stockholders” as these terms are used in chapter 78 of NRS.
2. If the term for which a nonprofit
cooperative corporation was to exist has expired but the corporation has
continued to perform the activities authorized by its original articles of
incorporation or any amendment thereto, revival of its corporate existence does
not require the consent of its members or stockholders. Each required action to
accomplish a revival may be taken by a majority of the surviving directors. The
revival is effective as of the date of expiration of the original term.
[1:236:1921; NCL § 1575]—(NRS A 1991, 1246; 1997, 709; 2005, 2255, 2625)
NRS 81.020 Capital stock; purpose; voting power of members; meetings;
dividends; dealing in products of nonmembers; distribution of surplus funds or
issuance of refunds to members.
1. The corporation may or may not have
capital stock, and its business must be operated for the mutual benefit of the
members thereof.
2. No member of the cooperative
corporation may have more than one vote in the management of its affairs.
Meetings of the association or meetings of the board of directors may be held
in or outside this State.
3. The corporation shall not pay dividends
on stock or membership certificates in excess of 8 percent per annum.
4. The corporation or association, as it
may be called, may deal in the products of nonmembers, but not to an amount
greater in value than such as are handled by it for members, unless otherwise
provided in its articles of incorporation or bylaws.
5. Nothing contained in this section shall
be construed to prohibit the corporation from distributing surplus funds or
issuing refunds to its members in accordance with its articles of
incorporation.
[Part 2:236:1921; A 1931, 199; 1931 NCL § 1576]—(NRS
A 1993, 987;
2013, 772)
NRS 81.030 Memberships: Certificates; transfer and assignment.
1. Any person or any number of persons,
including and in addition to the original incorporators, may become members of
the corporation upon such terms and conditions as to membership, and subject to
such rules and regulations as to their, and each of their, contract and other
rights and liabilities between it and the member, as the corporation shall
prescribe in its bylaws.
2. The corporation shall issue a
certificate of membership to each member, but the membership or the certificate
thereof shall not, except as provided in NRS 81.010
to 81.160, inclusive, be assigned by any member to
any other person, nor shall the assigns thereof be entitled to membership in
the corporation, or to any property rights or interest therein.
3. The board of directors may, however, by
motion duly adopted by it, consent to such assignment or transfer, and to the
acceptance of the assignee or transferee as a member of the corporation.
4. The corporation shall also have the
right, by its bylaws, to provide for or against the transfer of membership and
for or against the assignment of membership certificates, and also the terms
and conditions upon which any such transfer or assignment shall be allowed.
[Part 2:236:1921; A 1931, 199; 1931 NCL § 1576]
NRS 81.040 Articles of incorporation: Required provisions. Each corporation formed under NRS 81.010 to 81.160,
inclusive, must prepare and file articles of incorporation in writing, setting
forth:
1. The name of the corporation, which must
contain the word “Cooperative” or “Co-op” or the abbreviation “N.C.C.”
2. The purpose for which it is formed.
3. The information required pursuant to NRS 77.310.
4. The term for which it is to exist,
which may be perpetual.
5. If formed with stock, the amount of its
stock and the number and par value, if any, and the shares into which it is
divided, and the amount of common and of preferred stock that may be issued
with the preferences, privileges, voting rights, restrictions and
qualifications pertaining thereto.
6. The names and addresses of those
selected to act as directors, not less than three, for the first year or until
their successors have been elected and have accepted office.
7. Whether the property rights and
interest of each member are equal or unequal, and if unequal the articles must
set forth a general rule applicable to all members by which the property rights
and interests of each member may be determined, but the corporation may admit
new members who may vote and share in the property of the corporation with the
old members, in accordance with the general rule.
8. The name and mailing or street address,
either residence or business, of each of the incorporators signing the articles
of incorporation.
[Part 3:236:1921; A 1933, 264; 1941, 329; 1949, 635;
1943 NCL § 1577]—(NRS A 1971, 146; 1985, 32; 1991, 1246; 1993, 987; 1995, 2103; 2003, 3117; 2007, 2656; 2013, 772)
NRS 81.050 Articles of incorporation: Optional provisions. In addition to the requirements of NRS 81.040, the articles of incorporation of any
association incorporated under NRS 81.010 to 81.160, inclusive, may contain any provision
consistent with law with respect to:
1. Management, regulation, government,
financing, indebtedness, membership, establishing of voting districts, voting
powers and election of delegates for representative purposes.
2. Issuance, retirement and transfer of
its stock, if formed with capital stock.
3. The way or manner in which it shall
operate.
4. Its members, officers or directors.
5. Its affairs.
[Part 3:236:1921; A 1933, 264; 1941, 329; 1949, 635;
1943 NCL § 1577]
NRS 81.055 Articles of incorporation: Prohibited names and businesses;
certification required before filing of certain articles or amendments;
defaulting corporations.
1. The Secretary of State shall not accept
for filing any articles of incorporation or any certificate of amendment of
articles of incorporation of any corporation formed under the provisions of NRS 81.010 to 81.160,
inclusive, which provides that the name of the corporation contains the words
“common-interest community,” “community association,” “master association,”
“unit-owners’ association” or “homeowners’ association” or if it appears in the
articles of incorporation or certificate of amendment of articles of
incorporation that the purpose of the corporation is to operate as a
unit-owners’ association pursuant to chapter 116
or 116B of NRS unless the Administrator of
the Real Estate Division of the Department of Business and Industry certifies
that the corporation has:
(a) Registered with the Ombudsman for Owners in
Common-Interest Communities and Condominium Hotels pursuant to NRS 116.31158 or 116B.625; and
(b) Paid to the Administrator of the Real Estate
Division the fees required pursuant to NRS
116.31155 and 116B.620.
2. Upon notification from the
Administrator of the Real Estate Division of the Department of Business and
Industry that a corporation which is a unit-owners’ association as defined in NRS 116.011 or 116B.030 has failed to register pursuant
to NRS 116.31158 or 116B.625 or failed to pay the fees
pursuant to NRS 116.31155 or 116B.620, the Secretary of State shall
deem the corporation to be in default. If, after the corporation is deemed to
be in default, the Administrator notifies the Secretary of State that the
corporation has registered pursuant to NRS
116.31158 or 116B.625 and paid
the fees pursuant to NRS 116.31155 or
116B.620, the Secretary of State
shall reinstate the corporation if the corporation complies with the
requirements for reinstatement as provided in this section and NRS 78.180 and 78.185.
(Added to NRS by 2005, 2253, 2624; A 2007, 2281)
NRS 81.060 Articles of incorporation: Filing requirements; acceptable
evidence of incorporation.
1. The articles of incorporation must be:
(a) Signed by three or more of the original
members, a majority of whom must be residents of this State.
(b) Filed in the Office of the Secretary of State
in all respects in the same manner as other articles of incorporation are
filed.
2. If a corporation formed under NRS 81.010 to 81.160,
inclusive, is authorized to issue stock, there must be paid to the Secretary of
State for filing the articles of incorporation the fee applicable to the amount
of authorized stock of the corporation which the Secretary of State is required
by law to collect upon the filing of articles of incorporation which authorize
the issuance of stock.
3. The Secretary of State shall issue to
the corporation over the Great Seal of the State a certificate that a copy of
the articles containing the required statements of facts has been filed in the
Office of the Secretary of State.
4. Upon the issuance of the certificate by
the Secretary of State, the persons signing the articles and their associates
and successors are a body politic and corporate. When so filed, the articles of
incorporation or certified copies thereof must be received in all the courts of
this State, and other places, as prima facie evidence of the facts contained
therein.
[Part 3:236:1921; A 1933, 264; 1941, 329; 1949, 635;
1943 NCL § 1577]—(NRS A 1965, 603; 1991, 1246; 1993, 987; 1999, 1600; 2003, 3118; 2007, 2657)
NRS 81.070 Amendment of articles of incorporation. Any
such corporation may amend its articles of incorporation in any manner not
inconsistent with the provisions of NRS 81.010 to 81.160, inclusive, in the manner provided for by NRS 78.385 and 78.390.
[6:236:1921; A 1939, 23; 1931 NCL § 1580]
NRS 81.080 Bylaws: Adoption; amendment; effectiveness.
1. Each corporation incorporated under NRS 81.010 to 81.160,
inclusive, must, within 1 month after filing articles of incorporation, adopt a
code of bylaws for its government and management not inconsistent with the
provisions of NRS 81.010 to 81.160,
inclusive. A majority vote of the members or directors, or the written assent
of such members or directors representing a majority of the votes, is necessary
to adopt such bylaws.
2. The power to make additional bylaws and
to alter the bylaws:
(a) If the bylaws were adopted by the members
under the provisions of subsection 1, must remain in the members, but any
corporation may, in its articles of incorporation, original or amended, or by
resolution adopted by a majority vote, or by written consent of two-thirds of
the members, confer that power upon the directors. Bylaws made by the directors
under power so conferred may be altered by the directors or by the members.
(b) If the bylaws were adopted by the directors
under the provisions of subsection 1, must remain in the directors, but any
corporation may, in its articles of incorporation, original or amended, or by
resolution adopted by a majority vote of the directors, or by written consent
of two-thirds of the directors, confer that power upon the members. Bylaws made
by the members under power so conferred may be altered by the directors or by
the members.
3. The written consent of the owners of
two-thirds of the stock or of two-thirds of the members shall suffice to adopt
bylaws in addition to those adopted under the provisions of subsection 1, and
to amend or repeal any bylaw.
4. All bylaws in force must be copied
legibly in a book called the Book of Bylaws, kept at all times for inspection
in the principal office. Until so copied, they shall not be effective or in
force.
[Part 4:236:1921; 1933, 264; 1941, 329; 1931 NCL §
1578] + [Part 21:88:1903]—(NRS A 2013, 773)
NRS 81.090 Bylaws: Optional provisions. Each
corporation organized under NRS 81.010 to 81.160, inclusive, may also, by its bylaws, provide
for the following matters:
1. The number of directors, not less than
three, which it may have.
2. The manner of removal of any one or
more of its directors.
3. The manner of filling any and all
vacancies of the board of directors.
4. The conditions upon which and the time
when membership of any member in the corporation shall cease; the mode, manner
and effect of expulsion of a member, subject to the right of the corporation
through its board of directors to have the full right to purchase the full
interest of any member in the property or other rights of the corporation at
the book value thereof, as determined by the board of directors, whenever it is
to the interests of the corporation to do so. Any member whose rights are so
purchased shall cease to be a member. The corporation may, but is not obligated
to, retire or purchase any of its obligations before the date of maturity
written thereon and held by any retiring member. Any interest which the member
may have had in the corporation not represented by certificates of interest,
common stock, preferred stock or other obligations duly issued by the
corporation or amounts due and unpaid for products delivered shall revert to
the corporation as payment for services rendered.
5. The amount of membership fee, if any.
6. The amount which each member shall be
required to pay annually, or from time to time, if at all, to carry on the
business of the corporation.
7. The compensation, if any, to be paid by
each member for any services rendered by the corporation to the member, and the
time of payment and the manner of collecting the same, and may provide for
forfeiture of the interest of the member in the corporation for nonpayment of
the same.
8. The number and qualifications of
members of the corporation.
9. The conditions precedent to membership.
10. The method, time and manner of
permitting members to withdraw.
11. The assignment and transfer of the
interests of members, and the manner of determining the value of such interest
by the corporation upon the death, withdrawal or expulsion of a member or upon
the forfeiture of a member’s membership, at the option of the corporation.
[Part 4:236:1921; 1933, 264; 1941, 329; 1931 NCL §
1578]
NRS 81.100 Bylaws: Provisions for unequal property rights. If the bylaws shall provide for unequal
property rights of the several members, the provisions of NRS 81.010 to 81.160,
inclusive, with reference to a majority, a two-thirds, or other vote of the
members, shall not apply, and in lieu thereof, there shall be substituted a
majority of the votes of the interests represented by the several members or
otherwise as the case may be.
[9:236:1921; NCL § 1583]—(NRS A 1971, 146)
NRS 81.110 General powers. A
corporation incorporated pursuant to NRS 81.010 to 81.160, inclusive, may:
1. Appoint such agents and officers as its
business may require, and the appointed agents may be either persons or
corporations.
2. Admit persons and corporations to
membership in the corporation.
3. Expel any member pursuant to the
provisions of its bylaws.
4. Forfeit the membership of any member
for violation of any agreement between the member and the corporation or for
the member’s violation of its bylaws.
5. Purchase, lease or otherwise acquire,
and hold, own, enjoy, sell, lease, mortgage and otherwise encumber and dispose
of, real and personal property.
6. Carry on any operation necessary or
convenient in connection with the transactions of any of its business.
[Part 5:236:1921; A 1933, 264; 1941, 329; 1931 NCL §
1579]—(NRS A 1991,
1247)
NRS 81.120 Marketing contracts: Powers of corporation; title to property.
1. Each corporation shall have the power
to enter into all contracts deemed advisable with members or others requiring
them to market their products or by-products thereof, to or through the
association, by which contract it may:
(a) Act as sole agent for the member.
(b) Purchase the products or by-products thereof.
(c) Pool the products so handled by it.
(d) Enjoin a breach or threatened breach of the
contract.
2. If members of an association contract
to sell to the association, it shall be conclusively held that title to the
products or by-products thereof passes absolutely and unreservedly, except for
recorded liens, to the association upon delivery or at any time before if
specified in the contract.
3. If members of an association in their
contracts appoint the association as sole agent to sell or otherwise handle
their products or by-products thereof, it shall be conclusively held that only
the association has the right to sell or otherwise dispose of the products or
by-products mentioned in the contracts of such members.
4. A contract to sell to an association,
or an appointment of an association as sole agent by a member of such
association, shall constitute full authority without further title to sell or
resell the products or by-products thereof mentioned in the contract and to pay
over to its members the proceeds of such sale after deducting all necessary
selling expense, overhead and other costs and expenses, including interest on
preferred stock, deductions for retiring such stock, if any, reserves, if any,
and dividends or common stock or certificates of interest, if any, not to
exceed 8 percent per annum.
[Part 5:236:1921; A 1933, 264; 1941, 329; 1931 NCL §
1579]
NRS 81.130 Consolidation of cooperative corporations: Procedure; powers.
1. Upon written assent of two-thirds of
all the members or by a vote of members representing two-thirds of the total
votes of all members of each of two or more such nonprofit cooperative
corporations to cooperate with each other for the more economical carrying on
of their respective businesses by consolidation, the consolidation may be
effected by two or more associations entering into an agreement in writing and
adopting a name. The agreement must:
(a) Be signed by two-thirds of the members of
each such association.
(b) State all the matters necessary to articles
of incorporation.
(c) Be acknowledged by the signers before a
person competent to take an acknowledgment of deeds in this State.
2. A certified copy of the agreement must
be filed in the Office of the Secretary of State and the same fees for filing
and recording, as required for filing and recording of original articles of
incorporation, must be paid. Upon the filing of the certified copy, the former
associations comprising the component parts cease to exist, and the
consolidated association:
(a) Succeeds to all the rights, duties and powers
of the component associations.
(b) Is possessed of all the rights, duties and
powers prescribed in the agreement of consolidated associations not
inconsistent with NRS 81.010 to 81.160, inclusive.
(c) Is subject to all the liabilities and
obligations of the former component associations.
(d) Succeeds to all the property and interests
thereof.
(e) May make bylaws and do all things permitted
by NRS 81.010 to 81.160,
inclusive.
3. Any such corporation, upon resolution
adopted by its board of directors, may:
(a) Enter into contracts and agreements.
(b) Make stipulations and arrangements with any
other corporation or corporations for the cooperative and more economical
carrying on of its business, or any part or parts thereof.
4. Any two or more cooperative
corporations organized under NRS 81.010 to 81.160, inclusive, upon resolutions adopted by their
respective boards of directors, may, for the purpose of more economically
carrying out their respective businesses, by agreement, unite in adopting,
employing and using, or several such corporations may separately adopt, employ
and use, the same methods, policy, means, agents, agencies and terms of
marketing for carrying on and conducting their respective businesses.
[Part 5:236:1921; A 1933, 264; 1941, 329; 1931 NCL §
1579]—(NRS A 1991,
1248)
NRS 81.150 Right of corporation to do business: Quo warranto proceedings. The right of a corporation, claiming to be
organized and incorporated and carrying on its business under NRS 81.010 to 81.160,
inclusive, to do and to continue its business, may be inquired into by quo
warranto proceedings at the suit of the Attorney General, but not otherwise.
[7:236:1921; NCL § 1581]
NRS 81.160 Applicability of NRS 81.010 to 81.160,
inclusive. The provisions of NRS 81.010 to 81.160,
inclusive, are not applicable to railroads, telegraph, telephone, banking,
insurance, building and loan, or any other corporation, unless the special
provisions of NRS 81.010 to 81.160,
inclusive, applicable thereto are complied with.
[8:236:1921; NCL § 1582]
COOPERATIVE ASSOCIATIONS
NRS 81.170 “Lawful business” defined; construction of NRS
81.170 to 81.270, inclusive.
1. NRS 81.170
to 81.270, inclusive, being passed to promote
association for mutual welfare, the words “lawful business” extend to every
kind of lawful effort for business, education, industrial, benevolent, social
or political purposes, whether conducted for profit or not.
2. NRS 81.170
to 81.270, inclusive, must not be strictly
construed, but their provisions must at all times be liberally construed with a
view to effect their object and to promote their purposes.
[12:60:1901; RL § 1260; NCL § 1595]—(NRS A 1991, 1248; 2005, 2255, 2626)
NRS 81.175 Applicable law.
1. Except as otherwise provided in
subsection 2, the provisions of chapter 82 of
NRS govern a cooperative association organized pursuant to NRS 81.170 to 81.270,
inclusive, except to the extent that the provisions of chapter 82 of NRS are inconsistent with NRS 81.170 to 81.270,
inclusive.
2. NRS
82.081 and 82.136 do not apply to a
cooperative association organized pursuant to NRS
81.170 to 81.270, inclusive.
(Added to NRS by 1991, 1245)
NRS 81.180 Formation of cooperative association: No capital stock; issuance
of membership certificates.
1. It shall be lawful for five or more
persons to form a cooperative association for the purpose of transacting any
lawful business.
2. Such associations shall not have or
issue any capital stock but shall issue membership certificates to each member
thereof, and such membership certificates cannot be assigned so that the
transferee thereof can by such transfer become a member of the association,
except by the resolution of the board of directors of the association; but, by
the resolution of consent of the board of directors, such certificates may be
transferred so that the transferee may become a member in lieu of the last
former holder thereof.
[1:60:1901; RL § 1249; NCL § 1584]
NRS 81.190 Members: Qualifications, rights, interest and duties.
1. All persons above the age of 18 years,
regardless of sex, shall be eligible to membership, if otherwise qualified and
elected as the bylaws may provide, but minors cannot be empowered to make
contracts for the association.
2. The rights and interest of all members
in the association shall be equal, and no member can have or acquire a greater
interest therein than any other member.
3. At every election held pursuant to the
bylaws, each member shall be entitled to cast one vote and no more.
4. No member shall be responsible
individually, or personally liable, for any of the debts or liabilities of the
association in excess of his or her proportion of the indebtedness authorized
to be incurred by the association in the bylaws, but in case of the failure and
insolvency of the association the member may be required to pay any unpaid dues
or installments which, pursuant to the bylaws, have become due from such member
to the association before such insolvency.
[Part 2:60:1901; RL § 1250; NCL § 1585]
NRS 81.200 Articles of association: Filing requirements; required
provisions.
1. Each association formed under NRS 81.170 to 81.270,
inclusive, shall prepare articles of association in writing, setting forth:
(a) The name of the association.
(b) The purpose for which it is formed.
(c) The information required pursuant to NRS 77.310.
(d) The term for which it is to exist, which may
be perpetual.
(e) The names and addresses, either residence or
business, of the directors selected for the first year.
(f) The amount which each member is to pay upon
admission as a fee for membership, and that each member signing the articles
has actually paid the fee.
(g) That the interest and right of each member
therein is to be equal.
(h) The name and address, either residence or
business, of each of the persons signing the articles of association.
2. The articles of association must be
signed by the original associates or members.
3. The articles so signed must be filed in
the Office of the Secretary of State. From the time of the filing in the Office
of the Secretary of State, the association may exercise all the powers for
which it was formed.
[3:60:1901; A 1941, 326; 1931 NCL § 1586]—(NRS A
1965, 603; 1985,
32; 1991,
1249; 1993,
988; 1995,
2104; 1999,
1600; 2003,
3118; 2003, 20th
Special Session, 49; 2005, 2255, 2626; 2007, 2657)
NRS 81.205 Articles of association: Prohibited names and businesses;
certification required before filing of certain articles or amendments;
defaulting associations.
1. The Secretary of State shall not accept
for filing any articles of association or any certificate of amendment of
articles of association of any association formed under the provisions of NRS 81.170 to 81.270,
inclusive, which provides that the name of the association contains the words
“common-interest community,” “community association,” “master association,”
“unit-owners’ association” or “homeowners’ association” or if it appears in the
articles of association or certificate of amendment of articles of association
that the purpose of the association is to operate as a unit-owners’ association
pursuant to chapter 116 or 116B of NRS unless the Administrator of the
Real Estate Division of the Department of Business and Industry certifies that
the association has:
(a) Registered with the Ombudsman for Owners in
Common-Interest Communities and Condominium Hotels pursuant to NRS 116.31158 or 116B.625; and
(b) Paid to the Administrator of the Real Estate
Division the fees required pursuant to NRS
116.31155 or 116B.620.
2. Upon notification from the
Administrator of the Real Estate Division of the Department of Business and
Industry that an association which is a unit-owners’ association as defined in NRS 116.011 or 116B.030 has failed to register pursuant
to NRS 116.31158 or 116B.625 or failed to pay the fees
pursuant to NRS 116.31155 or 116B.620, the Secretary of State shall
deem the association to be in default. If, after the association is deemed to
be in default, the Administrator notifies the Secretary of State that the
association has registered pursuant to NRS
116.31158 or 116B.625 and paid
the fees pursuant to NRS 116.31155 or
116B.620, the Secretary of State
shall reinstate the association if the association complies with the
requirements for reinstatement as provided in this section and NRS 78.180 and 78.185 and pays the fees required pursuant
to NRS 82.193.
(Added to NRS by 2005, 2254, 2624; A 2007, 2282)
NRS 81.210 Purpose of business may be changed; amendment of articles.
1. The purpose of the business may be
altered, changed, modified, enlarged or diminished, or the articles of
association amended, by a vote of two-thirds of all the members at a special election
to be called for such purpose. Notice of the special election must be given in
the same manner as the bylaws provide for the election of directors.
2. Upon amendment of the articles of
association, a copy of the articles as amended must be filed with the Secretary
of State.
[7:60:1901; RL § 1255; NCL § 1590]—(NRS A 1965, 604; 1993, 988)
NRS 81.220 General powers. Every
association formed under NRS 81.170 to 81.270, inclusive, may:
1. Sue and be sued in any court in its
associate name.
2. Make and use a common seal and alter it
at pleasure, but the use or nonuse of such a seal does not affect the legality
of any record.
3. Receive by gift, devise or purchase,
hold and convey, real and personal property as the purposes of the association
may require.
4. Appoint such subordinate agents or
officers as the business may require.
5. Admit associates or members, and sell
or forfeit their interest in the association for default of installments, dues,
work or labor required, as provided by the bylaws.
6. Enter into any and all lawful contracts
or obligations essential to the transaction of its affairs, for the purpose for
which it was formed.
7. Borrow money.
8. Issue all such notes, bills or evidence
of indebtedness or mortgage as its bylaws may provide for.
9. Trade, barter, buy, sell and exchange.
10. Do all other things proper to be done
for the purpose of carrying into effect the objects for which the association
is formed.
[9:60:1901; RL § 1257; NCL § 1592]—(NRS A 1971, 1106;
1991, 1249;
2003, 3119)
NRS 81.230 Bylaws: Adoption; amendment; required and optional provisions.
1. Every association formed under NRS 81.170 to 81.270,
inclusive, must, within 40 days after it so becomes an association, adopt a
code of bylaws for the government and management of the association, not
inconsistent with NRS 81.170 to 81.270, inclusive. A majority of all the associates is
necessary to the adoption of bylaws, and the bylaws must be written in a book
and signed by the members adopting them.
2. The bylaws cannot be amended or
modified except by the vote of a majority of all the members after notice of
the proposed amendment is given as the bylaws may provide.
3. The bylaws must provide for the amount
of the indebtedness which the association may incur.
4. The association may, by its code of
bylaws, provide for:
(a) The time, place and manner of calling and
conducting its meetings.
(b) The number of directors, the time of their
election, their term of office, the mode and manner of their removal, the mode
and manner of filling vacancies in the board caused by death, resignation,
removal or otherwise, and the power and authority of directors, and how many
thereof are necessary to the exercise of the powers of the directors or of any
officer.
(c) The number of the officers, if any, other
than the directors, and their term of office, the mode of removal, and the
method of filling a vacancy.
(d) The mode and manner of conducting business.
(e) The mode and manner of conducting elections,
and may provide for voting by ballots forwarded by mail or otherwise, but the
method must secure the secrecy of the ballot.
(f) The mode and manner of succession of
membership, and the qualifications of membership, and on what conditions, and
when membership ceases, and the mode and manner of expulsion or refusal of a
member, but an expelled or refused member is entitled to have a board of
arbitration consisting of three persons, one selected by the board of
directors, one by the expelled or refused member, and a third by the other two,
appraise his or her interest in the association in either money, property or
labor, as the directors choose, and to have the money, property or labor so
awarded him or her paid or delivered, or performed within 40 days after expulsion
or refusal.
(g) The amount of any membership fee, and the
dues, installments or labor which each member is required to pay or perform, if
any, and the manner of collection or enforcement, and for forfeiture or sale of
a member’s interest for nonpayment or nonperformance.
(h) The method, time and manner of permitting the
withdrawal of a member, if at all, and how the member’s interest must be
ascertained, either in money or property, and within what time it must be paid
or delivered to the member.
(i) The mode and manner of ascertaining the
interest of a member at his or her death, if his or her legal representatives
or none of them desire to succeed to the membership, and whether the value of
the deceased member’s interest must be paid to his or her legal representatives
in money, property or labor, and within what time it must be paid, delivered or
performed, but a withdrawing member or the legal representative of a deceased
member has the right to a board of arbitration the same as is provided for expelled
or refused members.
(j) Such other things as may be proper to carry
out the purpose for which the association was formed.
[Part 2:60:1901; RL § 1250; NCL § 1585] + [4:60:1901;
A 1941, 326; 1931 NCL § 1587]—(NRS A 1991, 1250; 2003, 3119)
NRS 81.240 Bylaws: Required and optional provisions concerning profits.
1. The bylaws shall provide for the time
and manner in which profits shall be divided between the members, and what
proportion of the profits, if any, shall be added to the common property or
funds of the association.
2. The bylaws may provide that the
directors may suspend or pass the payment of any such profit or installment of
earnings at their discretion.
[8:60:1901; RL § 1256; NCL § 1591]
NRS 81.250 Recording and maintaining of bylaws and amendments. The bylaws and all amendments must be recorded
in a book and kept in the office of the association.
[5:60:1901; A 1941, 326; 1931 NCL § 1588]—(NRS A 1991, 1251)
NRS 81.260 Association’s property subject to execution; member’s interest
sold upon execution; rights of purchaser.
1. The property of the association shall
be subject to judgment and execution for the lawful debts of the association.
2. The interest of a member in the
association, if sold upon execution, or any judicial or governmental order
whatever, cannot authorize the purchaser to have any right, except to succeed,
as a member in the association, with the consent of the directors, to the
rights of the member whose interest is thus sold. If the directors shall choose
to pay or settle the matter, as provided in case of refused members, after such
sale, they may either cancel the membership, and add the interest thus sold to
the assets or common property of the association, or reissue the share or right
to a new member upon proper payment therefor, as the directors may determine.
[6:60:1901; RL § 1254; NCL § 1589]
NRS 81.270 Succession to membership: Nomination and transfer on death.
1. Any member may, upon or after becoming
a member, nominate upon his or her application, or otherwise file with the
secretary of any association incorporated under NRS
81.170 to 81.270, inclusive, of which he or she
is a member, the person whom the member desires to succeed to his or her
membership and interests in the association upon his or her death.
2. Upon proof of the member’s death being
made, according to the bylaws and to the satisfaction of the association’s
board of directors, the secretary shall transfer the deceased member’s
membership and interests in the cooperative association to the person or
persons so nominated, with the consent of the board of directors, without
letters of administration.
3. If the board of directors do not
consent to the nominee’s becoming a member, then the association shall, within
90 days after proof, pay the nominee the amount which the deceased member has
paid on the membership, together with the amount of his or her other interests
in the association.
[11:60:1901; RL § 1259; NCL § 1594]—(NRS A 1991, 1251)
NONPROFIT COOPERATIVE CORPORATIONS WITHOUT STOCK
NRS 81.410 Formation; applicable law.
1. Nonprofit cooperative corporations may
be formed by the voluntary association of any three or more persons in the
manner prescribed in NRS 81.410 to 81.540, inclusive.
2. Except as otherwise provided in
subsection 3, the provisions of chapter 82 of
NRS govern a nonprofit cooperative corporation organized pursuant to NRS 81.410 to 81.540,
inclusive, except to the extent that the provisions of chapter 82 of NRS are inconsistent with NRS 81.410 to 81.540,
inclusive.
3. NRS
82.081 and 82.136 do not apply to a
nonprofit cooperative corporation organized pursuant to NRS
81.410 to 81.540, inclusive.
[1:395:1955]—(NRS A 1969, 95; 1991, 1251; 2005, 1024, 2256, 2626)
NRS 81.420 No capital stock; not to be carried on for profit. The corporation shall not have a capital
stock, and its business shall not be carried on for profit.
[Part 2:395:1955]
NRS 81.430 Memberships: Certificates; transfer and assignment.
1. Any person or any number of persons,
including and in addition to the original incorporators, may become members of
the corporation upon such terms and conditions as to membership, and subject to
such rules and regulations as to their, and each of their, contract and other
rights and liabilities between it and the member, as the corporation shall
prescribe in its bylaws.
2. The corporation shall issue a
certificate of membership to each member, but the membership or the certificate
thereof shall not, except as provided in NRS 81.410
to 81.540, inclusive, be assigned by any member to
any other person, nor shall the assigns thereof be entitled to membership in
the corporation, or to any property rights or interest therein.
3. The board of directors may, however, by
motion duly adopted by it, consent to such assignment or transfer, and to the
acceptance of the assignee or transferee as a member of the corporation.
4. The corporation shall also have the
right, by its bylaws, to provide for or against the transfer of membership and
for or against the assignment of membership certificates, and also the terms
and conditions upon which any such transfer or assignment shall be allowed.
[Part 2:395:1955]
NRS 81.440 Articles of incorporation: Required provisions. Each corporation formed under NRS 81.410 to 81.540,
inclusive, shall prepare and file articles of incorporation in writing, setting
forth:
1. The name of the corporation.
2. The purpose for which it is formed.
3. The information required pursuant to NRS 77.310.
4. The term for which it is to exist,
which may be perpetual.
5. The number of directors thereof, which
must be not less than three and which may be any number in excess thereof, and
the names and residences of those selected for the first year and until their
successors have been elected and have accepted office.
6. Whether the voting power and the
property rights and interest of each member are equal or unequal, and if
unequal the articles must set forth a general rule applicable to all members by
which the voting power and the property rights and interests of each member may
be determined, but the corporation may admit new members who may vote and share
in the property of the corporation with the old members, in accordance with the
general rule.
7. The name and mailing or street address,
either residence or business, of each of the incorporators signing the articles
of incorporation.
[Part 3:395:1955]—(NRS A 1985, 34; 1991, 1252; 1993, 989; 1995, 2104; 2003, 3120; 2007, 2657)
NRS 81.445 Articles of incorporation: Prohibited names and businesses;
certification required before filing of certain articles or amendments;
defaulting corporations.
1. The Secretary of State shall not accept
for filing any articles of incorporation or any certificate of amendment of
articles of incorporation of any corporation formed under the provisions of NRS 81.410 to 81.540,
inclusive, which provides that the name of the corporation contains the words
“common-interest community,” “community association,” “master association,”
“unit-owners’ association” or “homeowners’ association” or if it appears in the
articles of incorporation or certificate of amendment of articles of
incorporation that the purpose of the corporation is to operate as a
unit-owners’ association pursuant to chapter 116
or 116B of NRS unless the Administrator of
the Real Estate Division of the Department of Business and Industry certifies
that the corporation has:
(a) Registered with the Ombudsman for Owners in
Common-Interest Communities and Condominium Hotels pursuant to NRS 116.31158 or 116B.625; and
(b) Paid to the Administrator of the Real Estate
Division the fees required pursuant to NRS
116.31155 or 116B.620.
2. Upon notification from the
Administrator of the Real Estate Division of the Department of Business and
Industry that a corporation which is a unit-owners’ association as defined in NRS 116.011 or 116B.030 has failed to register pursuant
to NRS 116.31158 or 116B.625 or failed to pay the fees
pursuant to NRS 116.31155 or 116B.620, the Secretary of State shall
deem the corporation to be in default. If, after the corporation is deemed to
be in default, the Administrator notifies the Secretary of State that the
corporation has registered pursuant to NRS
116.31158 or 116B.625 and paid
the fees pursuant to NRS 116.31155 or
116B.620, the Secretary of State
shall reinstate the corporation if the corporation complies with the
requirements for reinstatement as provided in this section and NRS 78.180 and 78.185 and pays the fees required pursuant
to NRS 82.193.
(Added to NRS by 2005, 2254, 2625; A 2007, 2282)
NRS 81.450 Articles of incorporation: Filing requirements; acceptable
evidence of incorporation.
1. The articles of incorporation must be:
(a) Signed by three or more of the original
members, a majority of whom must be residents of this State.
(b) Filed in the Office of the Secretary of State
in all respects in the same manner as other articles of incorporation are
filed.
2. The Secretary of State shall issue to
the corporation over the Great Seal of the State a certificate that a copy of
the articles containing the required statements of facts has been filed in the
Office of the Secretary of State.
3. Upon the issuance of the certificate by
the Secretary of State the persons signing the articles and their associates
and successors are a body politic and corporate. When so filed, the articles of
incorporation or certified copies thereof must be received in all the courts of
this State, and other places, as prima facie evidence of the facts contained
therein.
[Part 3:395:1955]—(NRS A 1965, 604; 1991, 1252; 1993, 989; 1999, 1601; 2003, 3121; 2007, 2658)
NRS 81.470 Bylaws: Adoption; amendment; effectiveness.
1. Each corporation incorporated under NRS 81.410 to 81.540,
inclusive, must, within 1 month after filing articles of incorporation, adopt a
code of bylaws for its government and management not inconsistent with the
provisions of NRS 81.410 to 81.540,
inclusive. A majority vote of the members, or the written assent of members
representing a majority of the votes, is necessary to adopt such bylaws.
2. The power to make additional bylaws and
to alter the bylaws adopted under the provisions of subsection 1 shall be in
the members, but any corporation may, in its articles of incorporation,
original or amended, or by resolution adopted by a majority vote, or by written
consent of a majority of the members, confer that power upon the directors.
Bylaws made by the directors under power so conferred, may be altered by the
directors or by the members. The written consent of a majority of the members
suffices to adopt bylaws in addition to those adopted under the provisions of
subsection 1, and to amend or repeal any bylaw.
3. All bylaws in force must be copied
legibly in a book called the Book of Bylaws, kept at all times for inspection
in the principal office. Until so copied, they shall not be effective or in
force.
[Part 4:395:1955]—(NRS A 1977, 656)
NRS 81.480 Bylaws: Optional provisions. Each
corporation organized under NRS 81.410 to 81.540, inclusive, may also, by its bylaws, provide
for the following matters:
1. The manner of removal of any one or
more of its directors.
2. The manner of filling any and all
vacancies of the board of directors.
3. The conditions upon which and the time
when membership of any member in the corporation shall cease; the mode, manner
and effect of expulsion of a member, subject to the right of the expelled
member to have the board of directors equitably appraise his or her property
interests in the corporation and to fix the amount thereof in money, and to
have the money paid to him or her within 60 days after such expulsion.
4. The amount of membership fee, if any.
5. The amount which each member shall be
required to pay annually, or from time to time, if at all, to carry on the
business of the corporation.
6. The compensation, if any, to be paid by
each member for any services rendered by the corporation to the member, and the
time of payment and the manner of collecting the same, and may provide for
forfeiture of the interest of the member in the corporation for nonpayment of
the same.
7. The number and qualifications of
members of the corporation.
8. The conditions precedent to membership.
9. The method, time and manner of
permitting members to withdraw.
10. The assignment and transfer of the
interest of members, and the manner of determining the value of such interest
and providing for the purchase of such interest by the corporation upon the
death, withdrawal or expulsion of a member or upon the forfeiture of a member’s
membership, at the option of the corporation.
[Part 4:395:1955]
NRS 81.490 Bylaws: Provisions for unequal voting power. If the bylaws shall provide for unequal voting
power, or unequal property rights of the several members, or both, the
provisions of NRS 81.410 to 81.540,
inclusive, with reference to a majority, a two-thirds or other vote of the
members, shall not apply, and, in lieu thereof, there shall be substituted a
majority of the votes of the interests represented by the several members or
otherwise as the case may be.
[9:395:1955]
NRS 81.500 General powers.
1. Each corporation incorporated under NRS 81.410 to 81.540,
inclusive, has the powers granted by the provisions of other laws of Nevada relating
to private corporations which are not inconsistent with those granted by NRS 81.410 to 81.540,
inclusive.
2. In addition to the powers granted in
subsection 1, each corporation has the following powers:
(a) To appoint such agents and officers as its
business may require, and such appointed agents may be either natural persons
or corporations.
(b) To admit natural persons and corporations to
membership in the corporation.
(c) To expel any member pursuant to the
provisions of its bylaws.
(d) To forfeit the membership of any member for
violation of any agreement between the member and the corporation or for the
member’s violation of its bylaws.
(e) To purchase, lease, or otherwise acquire,
hold, own and enjoy, sell, lease, mortgage and otherwise encumber and dispose
of any and all and every kind of real and personal property, except as
otherwise provided in NRS 81.505.
(f) To carry on any and all operations necessary
or convenient in connection with the transaction of any of its business.
[Part 5:395:1955]—(NRS A 1987, 770)
NRS 81.505 Restriction on power of rural electric cooperatives to sell,
lease or dispose of assets.
1. A rural electric cooperative formed or
consolidated pursuant to NRS 81.410 to 81.540, inclusive, may sell, lease or otherwise
dispose of all or a substantial portion of its assets only if the sale, lease
or disposition is:
(a) Authorized by the affirmative vote of not
less than three-fourths of the directors of the cooperative; and
(b) Assented to by two-thirds of the members of
the cooperative:
(1) In writing; or
(2) By a vote of the members at a meeting,
notice of which has been given in the manner provided in NRS 82.336.
2. As used in this section, “substantial
portion of its assets” means any portion of the assets of a cooperative
representing 25 percent or more of the total book value of all of its assets.
(Added to NRS by 1987, 770; A 1989, 528; 1991, 1252)
NRS 81.507 Reversion of unclaimed capital credit to electric cooperative
under certain circumstances.
1. Any capital credit distributed to a
member by an electric cooperative formed under NRS
81.410 to 81.540, inclusive, which remains
unclaimed for 1 year after the date authorized for distribution reverts to the cooperative
and is not subject to the provisions of chapter
120A of NRS if:
(a) Not more than 6 months after the date the
capital credit was authorized for distribution, the cooperative gives notice to
the member that the capital credit is available; and
(b) The member fails to respond to such notice
within 30 days after receipt of the notification.
2. The notice pursuant to subsection 1
must be sent by mail to the last known address of the member, as it appears in
the records of the cooperative.
3. As used in this section, “capital
credit” means money which is credited to the capital account of a member of a
cooperative after deducting the member’s pro rata share of the operating costs
of the cooperative from the amount paid by the member for electric service.
(Added to NRS by 2005, 1023)
NRS 81.510 Agreements for unified action by cooperative corporations. Any two or more cooperative corporations
organized under NRS 81.410 to 81.540, inclusive, upon resolutions adopted by their
respective boards of directors, may, for the purpose of more economically
carrying out their respective businesses, by agreement, unite in adopting,
employing and using, or several such corporations may separately adopt, employ
and use, the same methods, policy, means, agents, agencies and terms of
marketing for carrying on and conducting their respective businesses.
[Part 5:395:1955]—(NRS A 1965, 605; 1989, 528; 1991, 1253)
NRS 81.540 Applicability and effect of NRS 81.410 to 81.540,
inclusive.
1. The provisions of NRS 81.410 to 81.540,
inclusive, are not applicable to railroads, telegraph, telephone, banking,
insurance, building and loan, or any other corporation, unless the special
provisions of NRS 81.410 to 81.540,
inclusive, applicable thereto are complied with.
2. NRS 81.410
to 81.540, inclusive, do not amend or repeal any of
the provisions of NRS 81.010 to 81.160, inclusive, or 81.170
to 81.270, inclusive.
[8:395:1955] + [10:395:1955]—(NRS A 1991, 1254; 2005, 1024)
CHARITABLE ORGANIZATIONS
NRS 81.550 Short title. NRS 81.550 to 81.660,
inclusive, may be cited as the Charitable Organization Act.
(Added to NRS by 1971, 631; A 1991, 1254)
NRS 81.560 Declaration of policy. The
Legislature hereby declares that the policy of the State is to maximize the
funds available for charitable purposes by minimizing, to the greatest extent
practicable, the imposition of federal income and excise taxes upon assets
otherwise available for charitable purposes.
(Added to NRS by 1971, 631)
NRS 81.570 References to Internal Revenue Code. As
used in NRS 81.550 to 81.660,
inclusive, unless otherwise indicated, section references are to the Internal
Revenue Code of 1954 and include future amendments to those sections and
corresponding provisions of future internal revenue laws.
(Added to NRS by 1971, 631; A 1991, 1254)
NRS 81.580 Definitions. As
used in NRS 81.550 to 81.660,
inclusive, unless the context otherwise requires, the words and terms defined
in NRS 81.600, 81.605
and 81.610, have the meanings ascribed to them in
those sections.
(Added to NRS by 1971, 631; A 1991, 1254)
NRS 81.600 “Director” defined. “Director”
means a director, trustee, person or persons constituting the controlling board
of a charitable organization.
(Added to NRS by 1971, 631)
NRS 81.605 “Governing instrument” defined. “Governing
instrument” means the articles or certificate of incorporation or association
or other written instrument by which a private foundation is created, but does
not include its bylaws.
(Added to NRS by 1991, 1246)
NRS 81.610 “Private foundation” defined. “Private
foundation” is any nonprofit corporation, association, foundation, or other
charitable entity formed pursuant to the laws of the State of Nevada which is a
“private foundation” as defined in Section 509(a).
(Added to NRS by 1971, 631; A 1991, 1254)
NRS 81.620 Applicability of NRS 81.550 to 81.660,
inclusive. The provisions of NRS 81.550 to 81.660,
inclusive, apply to any private foundation whether it was created before or is
created on or after October 1, 1991, if it is subject to the sections of the
Internal Revenue Code set out in NRS 81.550 to 81.660, inclusive.
(Added to NRS by 1971, 631; A 1991, 1254)
NRS 81.630 Prohibited acts. In
the administration of any private foundation that is subject to the provisions
of the Internal Revenue Code of 1954, unless otherwise provided in the
governing instrument, the following acts are prohibited:
1. Engaging in any act of “self-dealing”
(as defined in Section 4941(d)) which would give rise to any liability for the
tax imposed by Section 4941(a).
2. Retaining any “excess business
holdings” (as defined in Section 4943(c)) which would give rise to any
liability for the tax imposed by Section 4943(a).
3. Making any investments which would
jeopardize the carrying out of any of the exempt purposes of the organization
within the meaning of Section 4944, so as to give rise to any liability for the
tax imposed by Section 4944(a).
4. Making any “taxable expenditures” (as
defined in Section 4945(d)) which would give rise to any liability for the tax
imposed by Section 4945(a).
(Added to NRS by 1971, 631; A 1991, 1254)
NRS 81.640 Minimum distributions required. Unless
otherwise provided in the governing instrument, in the administration of any private
foundation, there must be distributed for the purposes specified in the
governing instrument, for each taxable year, amounts at least sufficient to
avoid liability for the tax imposed by Section 4942(a).
(Added to NRS by 1971, 632; A 1991, 1255)
NRS 81.650 Amendment of governing instrument: Procedure.
1. The board of directors or trustees of
any private foundation which is a corporation organized under and governed by
Nevada law may, by a majority vote of its directors or trustees, amend its
governing instrument at any regular or special meeting of the board of
directors or trustees, without a vote of the stockholders or members of the
private foundation, if any, in order to avoid the penalties and liabilities
described in Sections 4941(a), 4942(a), 4943(a), 4944(a) and 4945(a) or to
comply with the provisions of Section 508(e).
2. Such an amendment must not be made
until the board of directors or trustees has notified the members or
stockholders, if any, at least 30 days before the meeting at which the
governing instrument is to be amended.
3. If the private foundation is a
corporation organized under and governed by Nevada law, after any such
amendment has been approved by the directors or trustees, a copy of the amended
governing instrument must be filed with the Secretary of State.
(Added to NRS by 1971, 632; A 1983, 696; 1985, 1877; 1991, 1255; 2001, 1382, 3199)
NRS 81.660 Amendment of governing instrument: Provision for termination of
status of private foundation. In
addition to amending the governing instrument of the private foundation in
accordance with NRS 81.650, the amendment may
include a provision for the private foundation to conform with the requirements
for termination of status as a private foundation as provided in Section 507,
in order to avoid the tax provided in Section 507(c).
(Added to NRS by 1971, 632; A 1991, 1255)
UNINCORPORATED NONPROFIT ASSOCIATIONS (UNIFORM ACT)
General Provisions
NRS 81.700 Short title. NRS 81.700 to 81.890,
inclusive, may be cited as the Revised Uniform Unincorporated Nonprofit
Association Act of 2008.
(Added to NRS by 2009, 692)
NRS 81.705 Definitions. As
used in NRS 81.700 to 81.890,
inclusive, unless the context otherwise requires, the words and terms defined
in NRS 81.710 to 81.740,
inclusive, have the meanings ascribed to them in those sections.
(Added to NRS by 2009, 692)
NRS 81.710 “Established practices” defined. “Established
practices” means the practices used by an unincorporated nonprofit association
without material change during the most recent 5 years of its existence or, if
it has existed for less than 5 years, during its entire existence.
(Added to NRS by 2009, 692)
NRS 81.715 “Governing principles” defined. “Governing
principles” means the agreements, whether oral, in a record or implied from its
established practices, that govern the purpose or operation of an
unincorporated nonprofit association and the rights and obligations of its
members and managers. The term includes any amendment or restatement of the
agreements constituting the governing principles.
(Added to NRS by 2009, 692)
NRS 81.720 “Manager” defined. “Manager”
means a person that is responsible, alone or in concert with others, for the
management of an unincorporated nonprofit association.
(Added to NRS by 2009, 693)
NRS 81.725 “Member” defined. “Member”
means a person that, under the governing principles, may participate in the
selection of persons authorized to manage the affairs of the unincorporated
nonprofit association or in the development of the policies and activities of
the association.
(Added to NRS by 2009, 693)
NRS 81.730 “Person” defined. “Person”
means an individual, corporation, business trust, statutory entity trust,
estate, trust, partnership, limited-liability company, cooperative,
association, joint venture, public corporation, government or governmental
subdivision, agency or instrumentality, or any other legal or commercial
entity.
(Added to NRS by 2009, 693)
NRS 81.735 “State” defined. “State”
means a state of the United States, the District of Columbia, Puerto Rico, the
United States Virgin Islands, or any territory or insular possession subject to
the jurisdiction of the United States.
(Added to NRS by 2009, 693)
NRS 81.740 “Unincorporated nonprofit association” defined. “Unincorporated nonprofit
association” means an unincorporated organization consisting of two or more members joined under an agreement
that is oral, in a record or implied from conduct, for one or more common
nonprofit purposes. The term does not include:
1. A trust;
2. A marriage, domestic partnership,
common law domestic relationship, civil union or other domestic living
arrangement;
3. An organization formed under any other
statute that governs the organization and operation of unincorporated
associations;
4. A joint tenancy, tenancy in common or
tenancy by the entireties, even if the co-owners share use of the property for
a nonprofit purpose; or
5. A relationship under an agreement in a
record which expressly provides that the relationship between the parties does
not create an unincorporated nonprofit association.
(Added to NRS by 2009, 693)
NRS 81.745 Relation to other law.
1. Unless displaced by particular
provisions of NRS 81.700 to 81.890,
inclusive, the principles of law and equity supplement the provisions of NRS 81.700 to 81.890,
inclusive.
2. A statute governing a
specific type of unincorporated nonprofit association prevails over an
inconsistent provision in NRS 81.700 to 81.890, inclusive, to the extent of the inconsistency.
3. The provisions of NRS 81.700 to 81.890,
inclusive, supplement the laws of this State that apply to nonprofit
associations operating in this State. If a conflict exists, such law applies.
(Added to NRS by 2009, 693)
NRS 81.750 Governing law.
1. Except as otherwise provided in
subsection 2, the law of this State governs the operation in this State of all
unincorporated nonprofit associations formed or operating in this State.
2. Unless the governing principles specify
a different jurisdiction, the law of the jurisdiction in which an unincorporated
nonprofit association has its main place of activities governs the internal
affairs of the association.
(Added to NRS by 2009, 693)
Nature and Powers
NRS 81.755 Legal entity; perpetual existence; powers.
1. An unincorporated nonprofit association
is a legal entity distinct from its members and managers.
2. An unincorporated
nonprofit association has perpetual duration unless the governing
principles specify otherwise.
3. An unincorporated nonprofit association
has the same powers as an individual to do all things necessary or convenient
to carry on its purposes.
4. An unincorporated nonprofit association
may engage in profit-making activities but profits from any activities must be
used or set aside for the association’s nonprofit purposes.
(Added to NRS by 2009, 693)
NRS 81.760 Ownership and transfer of property.
1. An unincorporated nonprofit association
may acquire, hold, encumber or transfer in its name an interest in real or
personal property.
2. An unincorporated nonprofit association
may be a beneficiary of a trust or contract, a legatee or a devisee.
(Added to NRS by 2009, 694)
NRS 81.765 Statement of authority as to real property.
1. An interest in real property held in
the name of an unincorporated nonprofit association may be transferred by a
person authorized to do so in a statement of authority recorded by the
association in the office of the county recorder in which a transfer of the
property would be recorded.
2. A statement of
authority must set forth:
(a) The name of the
unincorporated nonprofit association;
(b) The address in this
State, including the street address, if any, of the association or, if the
association does not have an address in this State, its out-of-state address;
(c) That the association
is an unincorporated nonprofit association; and
(d) The name, title or position of a person
authorized to transfer an estate or interest in real property held in the name
of the association.
3. A statement of
authority must be executed in the same manner as a deed by a person other than
the person authorized in the statement to transfer the interest.
4. A county
recorder may collect a fee for recording a statement of authority in the amount
authorized for recording a transfer of real property.
5. A document
amending, revoking or cancelling a statement of authority or stating that the
statement is unauthorized or erroneous must meet the requirements for executing
and recording an original statement.
6. Unless cancelled earlier, a recorded
statement of authority and its most recent amendment expire 5 years after the
date of the most recent recording.
7. If the record
title to real property is in the name of an unincorporated nonprofit
association and the statement of authority is recorded in the office of the
county recorder in which a transfer of the property would be recorded, the
authority of the person named in the statement to transfer is conclusive in
favor of a person that gives value without notice that the person lacks
authority.
8. As used in this section, “statement of
authority” means a statement authorizing a person to transfer an interest in
real property held in the name of an unincorporated nonprofit association.
(Added to NRS by 2009, 694)
NRS 81.770 Liability.
1. A debt, obligation or other liability
of an unincorporated nonprofit association, whether arising in contract, tort
or otherwise:
(a) Is solely the debt,
obligation or other liability of the association; and
(b) Does not become a debt,
obligation or other liability of a member or manager solely because the member
acts as a member or the manager acts as a manager.
2. A person’s status as a member or
manager does not prevent or restrict law other than the provisions of NRS 81.700 to 81.890,
inclusive, from imposing liability on the person or the association because of
the person’s conduct.
(Added to NRS by 2009, 694)
NRS 81.775 Assertion and defense of claims.
1. An unincorporated nonprofit association
may sue or be sued in its own name.
2. A member or manager may assert a claim
the member or manager has against the unincorporated nonprofit association. An
association may assert a claim it has against a member or manager.
(Added to NRS by 2009, 695)
NRS 81.780 Effect of judgment or order. A
judgment or order against an unincorporated nonprofit association is not by
itself a judgment or order against a member or manager.
(Added to NRS by 2009, 695)
NRS 81.785 Appointment of agent to receive service of process; service of
process.
1. An unincorporated nonprofit association
may, in the manner provided pursuant to chapter
77 of NRS, appoint a registered agent who is authorized to receive any
process, notice or demand required or permitted by law to be served upon the
association.
2. In an action or proceeding against an
unincorporated nonprofit association, any process, notice or demand may be
served:
(a) On a registered agent appointed pursuant to
subsection 1;
(b) On a manager of the association; or
(c) In any other manner authorized by law.
3. This section does not limit or affect
the right to serve any process, notice or demand required or permitted by law
to be served upon an unincorporated nonprofit association in any other manner
permitted by law.
4. As used in this section, “registered
agent” has the meaning ascribed to it in NRS
77.230.
(Added to NRS by 2009, 695)
NRS 81.790 Action or proceeding not abated by change in members or
managers. An action or proceeding
against an unincorporated nonprofit association does not abate merely because
of a change in its members or managers.
(Added to NRS by 2009, 695)
NRS 81.795 Venue. Unless
otherwise provided by law other than the provisions of NRS
81.700 to 81.890, inclusive, venue of an action
against an unincorporated nonprofit association brought in this State is
determined under the statutes applicable to an action brought in this State
against a corporation.
(Added to NRS by 2009, 695)
Members and Managers
NRS 81.800 Member not agent. A
member is not an agent of the association solely by reason of being a member.
(Added to NRS by 2009, 695)
NRS 81.805 Certain actions require approval by members.
1. Except as otherwise provided in the
governing principles, an unincorporated nonprofit association must have the
approval of its members to:
(a) Admit, suspend, dismiss or
expel a member;
(b) Select or dismiss a
manager;
(c) Adopt, amend or repeal the
governing principles;
(d) Sell, lease, exchange or
otherwise dispose of all or substantially all of the association’s property,
with or without the association’s goodwill, outside the ordinary course of its
activities;
(e) Dissolve under paragraph
(b) of subsection 1 of NRS 81.865 or merge
under NRS 81.875;
(f) Undertake any other act
outside the ordinary course of the association’s activities; or
(g) Determine the policy and
purposes of the association.
2. An unincorporated nonprofit association
must have the approval of the members to do any other act or exercise a right
that the governing principles require to be approved by members.
(Added to NRS by 2009, 695)
NRS 81.810 Meetings of members: Voting, notice and quorum requirements.
1. Unless the governing principles provide
otherwise:
(a) Approval of a matter by members requires an
affirmative majority of the votes cast at a meeting of members; and
(b) Each member is entitled to one vote on each
matter that is submitted for approval by members.
2. Notice and quorum requirements for
member meetings and the conduct of meetings of members are determined by the
governing principles.
(Added to NRS by 2009, 696)
NRS 81.815 Duties of member.
1. A member does not have a fiduciary duty
to an unincorporated nonprofit association or to another member solely by being
a member.
2. A member shall discharge the duties to
the unincorporated nonprofit association and the other members and exercise any
rights under the provisions of NRS 81.700 to 81.890, inclusive, consistent with the governing
principles and the obligation of good faith and fair dealing.
(Added to NRS by 2009, 696)
NRS 81.820 Admission, suspension, dismissal or expulsion of members.
1. A person becomes a member and may be
suspended, dismissed or expelled in accordance with the association’s governing
principles. If there are no applicable governing principles, a person may
become a member or be suspended, dismissed or expelled from an association only
by a vote of its members. A person may not be admitted as a member without the
person’s consent.
2. Unless the governing
principles provide otherwise, the suspension, dismissal or expulsion of a
member does not relieve the member from any unpaid capital contribution, dues,
assessments, fees or other obligation incurred or commitment made by the member
before the suspension, dismissal or expulsion.
(Added to NRS by 2009, 696)
NRS 81.825 Resignation of member.
1. A member may resign as a member in
accordance with the governing principles. In the absence of applicable governing
principles, a member may resign at any time.
2. Unless the governing
principles provide otherwise, resignation of a member does not relieve the
member from any unpaid capital contribution, dues, assessments, fees or other
obligation incurred or commitment made by the member before resignation.
(Added to NRS by 2009, 696)
NRS 81.830 Membership interest not transferable. Except
as otherwise provided in the governing principles, a member’s interest or any
right under the governing principles is not transferable.
(Added to NRS by 2009, 696)
NRS 81.835 Selection of managers; management rights of managers. Except as otherwise provided in NRS 81.700 to 81.890,
inclusive, or the governing principles:
1. Only the members may select a manager
or managers;
2. A manager may be a member or a
nonmember;
3. If a manager is not selected, all
members are managers;
4. Each
manager has equal rights in the management and conduct of the association’s
activities;
5. All matters relating
to the association’s activities are decided by its managers except for matters
reserved for approval by members in NRS 81.805;
and
6. A difference among
managers is decided by a majority of the managers.
(Added to NRS by 2009, 696)
NRS 81.840 Duties of managers.
1. A manager owes to the unincorporated
nonprofit association and to its members the fiduciary duties of loyalty and
care.
2. A manager shall manage the
unincorporated nonprofit association in good faith, in a manner the manager
reasonably believes to be in the best interests of the association, and with
such care, including reasonable inquiry, as a prudent person would reasonably
exercise in a similar position and under similar circumstances. A manager may
rely in good faith upon any opinion, report, statement or other information
provided by another person that the manager reasonably believes is a competent
and reliable source for the information.
3. After full disclosure
of all material facts, a specific act or transaction that would otherwise
violate the duty of loyalty by a manager may be authorized or ratified by a
majority of the members that are not interested directly or indirectly in the
act or transaction.
4. A manager that makes a business
judgment in good faith satisfies the duties specified in subsection 1 if the
manager:
(a) Is not interested,
directly or indirectly, in the subject of the business judgment and is
otherwise able to exercise independent judgment;
(b) Is informed with respect
to the subject of the business judgment to the extent the manager reasonably
believes to be appropriate under the circumstances; and
(c) Believes that the
business judgment is in the best interests of the unincorporated nonprofit
association and in accordance with its purposes.
5. The governing principles in a record
may limit or eliminate the liability of a manager to the unincorporated
nonprofit association or its members for damages for any action taken, or for
failure to take any action, as a manager, except liability for:
(a) The amount of financial benefit improperly
received by a manager;
(b) An intentional infliction of harm on the
association or one or more of its members;
(c) An intentional violation of criminal law;
(d) Breach of the duty of loyalty; or
(e) Improper distributions.
(Added to NRS by 2009, 697)
NRS 81.845 Meetings of managers: Notice and quorum requirements. Notice and quorum requirements for meetings of
managers and the conduct of meetings of managers are determined by the
governing principles.
(Added to NRS by 2009, 697)
NRS 81.850 Right of member or manager to information.
1. On reasonable notice, a member or
manager of an unincorporated nonprofit association may inspect and copy during
the regular operating hours of the unincorporated nonprofit association, at a
reasonable location specified by the association, any record maintained by the
association regarding its activities, financial condition and other circumstances,
to the extent the information is material to the member’s or manager’s rights
and duties under the governing principles.
2. An
unincorporated nonprofit association may impose reasonable restrictions on
access to and use of information to be furnished under this section, including
designating the information confidential and imposing obligations of
nondisclosure and safeguarding on the recipient.
3. An unincorporated nonprofit association
may charge a person that makes a demand under this section reasonable copying
costs, limited to the costs of labor and materials.
4. A former member or manager is entitled
to information to which the member or manager was entitled while a member or
manager if the information pertains to the period during which the person was a
member or manager, the former member or manager seeks the information in good
faith and the former member or manager satisfies subsections 1, 2 and 3.
(Added to NRS by 2009, 697)
NRS 81.855 Distributions prohibited; compensation and other permitted
payments.
1. Except as otherwise provided in
subsection 2, an unincorporated nonprofit association may not pay dividends or
make distributions to a member or manager.
2. An unincorporated
nonprofit association may:
(a) Pay reasonable
compensation or reimburse reasonable expenses to a member or manager for
services rendered;
(b) Confer benefits on a
member or manager in conformity with its nonprofit purposes;
(c) Repurchase a membership
and repay a capital contribution made by a member to the extent authorized by
its governing principles; or
(d) Make distributions of
property to members upon winding up and termination to the extent permitted by NRS 81.870.
(Added to NRS by 2009, 698)
NRS 81.860 Reimbursement; indemnification; advancement of expenses.
1. Except as otherwise provided in the
governing principles, an unincorporated nonprofit association shall reimburse a
member or manager for authorized expenses reasonably incurred in the course of
the member’s or manager’s activities on behalf of the association.
2. An unincorporated nonprofit association
may indemnify a member or manager for any debt, obligation or other liability
incurred in the course of the member’s or manager’s activities on behalf of the
association if the member or manager seeking indemnification has complied with NRS 81.815 and 81.840. Governing principles in a record may broaden or limit
indemnification.
3. If a person is made
or threatened to be made a party in an action based on that person’s activities
on behalf of an unincorporated nonprofit association and the person makes a
request in a record to the association, a majority of the disinterested
managers may approve in a record advance payment or reimbursement by the
association of all or a part of the reasonable expenses, including attorney’s
fees and costs, incurred by the person before the final disposition of the
proceeding. To be entitled to an advance payment or reimbursement, the person
must state in a record that the person has a good faith belief that the
criteria for indemnification in subsection 2 have been satisfied and that the
person will repay the amounts advanced or reimbursed if the criteria for
payment have not been satisfied. The governing principles in a record may
broaden or limit the advance payments or reimbursements.
4. An unincorporated nonprofit association
may purchase insurance on behalf of a member or manager for liability asserted
against or incurred by the member or manager in the capacity of a member or
manager, whether or not the association has authority under the provisions of NRS 81.700 to 81.890,
inclusive, to reimburse, indemnify or advance expenses to the member or manager
against the liability.
5. The rights of reimbursement,
indemnification and advancement of expenses under this section apply to a
former member or manager for an activity undertaken on behalf of the
unincorporated nonprofit association while a member or manager.
(Added to NRS by 2009, 698)
Termination and Mergers
NRS 81.865 Dissolution.
1. An unincorporated nonprofit association
may be dissolved as follows:
(a) If the governing
principles provide a time or method for dissolution, at that time or by that
method;
(b) If the governing
principles do not provide a time or method for dissolution, upon approval by
the members;
(c) If no member can be
located and the association’s operations have been discontinued for at least 3
years, by the managers or, if the association has no current manager, by its
last manager;
(d) By court order; or
(e) Under law other than NRS
81.700 to 81.890, inclusive.
2. After dissolution, an unincorporated
nonprofit association continues in existence until its activities have been wound
up and it is terminated pursuant to NRS 81.870.
(Added to NRS by 2009, 699)
NRS 81.870 Winding up and termination. Winding
up and termination of an unincorporated nonprofit association must proceed in
accordance with the following rules:
1. All known debts and
liabilities must be paid or adequately provided for.
2. Any property subject
to a condition requiring return to the person designated by the donor must be
transferred to that person.
3. Any property subject
to a trust must be distributed in accordance with the trust agreement.
4. Any remaining
property must be distributed as follows:
(a) As required by law other
than NRS 81.700 to 81.890,
inclusive, that requires assets of an association to be distributed to another
person with similar nonprofit purposes;
(b) In accordance with the
association’s governing principles or, in the absence of applicable governing
principles, to the members of the association per capita or as the members
direct; or
(c) If neither paragraph (a)
nor (b) applies, pursuant to chapter 120A
of NRS.
(Added to NRS by 2009, 699)
NRS 81.875 Mergers.
1. An unincorporated nonprofit association
may merge with any organization that is authorized by law to merge with an
unincorporated nonprofit association.
2. A merger involving an unincorporated
nonprofit association is subject to the following rules:
(a) Each constituent organization shall comply
with its governing law.
(b) Each party to the merger shall approve a plan
of merger. The plan, which must be in a record, must include the following
provisions:
(1) The name and form of each organization
that is a party to the merger;
(2) The name and form of the surviving
organization and, if the surviving organization is to be created by the merger,
a statement to that effect;
(3) If the surviving organization is to be
created by the merger, the surviving organization’s organizational documents
that are proposed to be in a record;
(4) If the surviving organization is not
to be created by the merger, any amendments to be made by the merger to the
surviving organization’s organizational documents that are, or are proposed to
be, in a record; and
(5) The terms and conditions of the
merger, including the manner and basis for converting the interests in each
constituent organization into any combination of money, interests in the
surviving organization, and other consideration except that the plan of merger
may not permit members of an unincorporated nonprofit association to receive
merger consideration if a distribution of such consideration would not be
permitted in the absence of a merger under NRS 81.855
and 81.870.
(c) The plan of merger must be approved by the
members of each unincorporated nonprofit association that is a constituent
organization in the merger. If a plan of merger would impose personal liability
for an obligation of a constituent or surviving organization on a member of an
association that is a party to the merger, the plan may not take effect unless
it is approved in a record by the member.
(d) Subject to the contractual rights of third
parties, after a plan of merger is approved and at any time before the merger
is effective, a constituent organization may amend the plan or abandon the
merger as provided in the plan, or except as otherwise prohibited in the plan,
with the same consent as was required to approve the plan.
(e) Following approval of the plan, a merger
under this section is effective:
(1) If a constituent organization is
required to give notice to or obtain the approval of a governmental agency or
officer in order to be a party to a merger, when the notice has been given and
the approval has been obtained; and
(2) If the surviving organization:
(I) Is an unincorporated nonprofit
association, as specified in the plan of merger and upon compliance by any
constituent organization that is not an association with any requirements, including
any required filings in the Office of the Secretary of State, of the
organization’s governing statute; or
(II) Is not an unincorporated
nonprofit association, as provided by the statutes governing the surviving
organization.
3. When a merger becomes effective:
(a) The surviving organization continues or comes
into existence;
(b) Each constituent organization that merges
into the surviving organization ceases to exist as a separate entity;
(c) All property owned by each constituent
organization that ceases to exist vests in the surviving organization;
(d) All debts, obligations or other liabilities
of each nonsurviving organization continue as debts, obligations or other
liabilities of the surviving organization;
(e) An action or proceeding pending by or against
any nonsurviving organization may be continued as if the merger had not
occurred;
(f) Except as prohibited by law other than NRS 81.700 to 81.890,
inclusive, all of the rights, privileges, immunities, powers and purposes of
each constituent organization that ceases to exist vest in the surviving
organization;
(g) Except as otherwise provided in the plan of
merger, the terms and conditions of the plan of merger take effect;
(h) The merger does not affect the personal
liability, if any, of a member or manager of a constituent organization for a
debt, obligation or other liability incurred before the merger is effective;
and
(i) A surviving organization that is not
organized in this State is subject to the jurisdiction of the courts of this
State to enforce any debt, obligation or other liability owed by a constituent
organization if, before the merger, the constituent organization was subject to
suit in this State for the debt, obligation or other liability.
4. Property held for a charitable purpose
under the laws of this State by a constituent organization immediately before a
merger under this section becomes effective may not, as a result of the merger,
be diverted from the objects for which it was given, unless, to the extent
required by or pursuant to the laws of this State concerning cy-pres or other
law dealing with nondiversion of charitable assets, the organization obtains an
appropriate order of the court specifying the disposition of the property.
5. A bequest, devise, gift, grant or
promise contained in a will or other instrument of donation, subscription or
conveyance that is made to a nonsurviving organization and that takes effect or
remains payable after the merger inures to the surviving organization. A trust
obligation that would govern property if transferred to the nonsurviving
organization applies to property that is transferred to the surviving
organization under this section.
6. As used in this section:
(a) “Constituent organization” means an
organization that is merged with one or more other organizations, including the
surviving organization.
(b) “Nonsurviving organization” means a
constituent organization that is not the surviving organization.
(c) “Organization” means an unincorporated
nonprofit association, a general partnership, including a limited-liability
partnership, limited partnership, including a limited-liability limited
partnership, limited-liability company, business or statutory trust,
corporation, or any other legal or commercial entity having a statute governing
its formation and operation. The term includes a for-profit or nonprofit
organization.
(d) “Surviving organization” means an
organization into which one or more other organizations are merged.
(Added to NRS by 2009, 699)
Miscellaneous Provisions
NRS 81.880 Transition concerning real and personal property.
1. If, before October 1, 2009, an interest
in property was, by terms of a transfer, purportedly transferred to an
unincorporated nonprofit association, but under the laws of this State, the
interest did not vest in the association, or in one or more persons on behalf
of the association under subsection 2, on October 1, 2009, the interest vests
in the association, unless the parties to the transfer have treated the transfer
as ineffective.
2. If,
before October 1, 2009, an interest in property was, by terms of a transfer,
purportedly transferred to an unincorporated nonprofit association, but the
interest was vested in one or more persons to hold the interest for members of
the association, on or after October 1, 2009, the persons, or their successors
in interest, may transfer the interest to the association in its name, or the
association may require that the interest be transferred to it in its name.
(Added to NRS by 2009, 701)
NRS 81.885 Uniformity of application and construction. In applying and construing the provisions of NRS 81.700 to 81.890,
inclusive, consideration must be given to the need to promote uniformity of the
law with respect to its subject matter among states that enact it.
(Added to NRS by 2009, 701)
NRS 81.890 Relations to Electronic Signatures in Global and National
Commerce Act. The provisions of NRS 81.700 to 81.890,
inclusive, modify, limit and supersede the federal Electronic Signatures in
Global and National Commerce Act, 15 U.S.C. §§ 7001 et seq., but do not modify,
limit or supersede Section 101(c) of that Act, 15 U.S.C. § 7001(c), or
authorize electronic delivery of any of the notices described in Section 103(b)
of that Act, 15 U.S.C. § 7003(b).
(Added to NRS by 2009, 701)
