Usa Nevada

USA Statutes : nevada
Title : Title 07 - BUSINESS ASSOCIATIONS; SECURITIES; COMMODITIES
Chapter : CHAPTER 81 - MISCELLANEOUS ORGANIZATIONS
 As used in this chapter, unless the
context otherwise requires, the words and terms defined in NRS 81.0012
to 81.0025 , inclusive, have the meanings ascribed to
them in those sections.

      (Added to NRS by 1999, 1599 ; A 2003, 3117 )
 “Record” means information that is
inscribed on a tangible medium or that is stored in an electronic or
other medium and is retrievable in perceivable form.

      (Added to NRS by 2003, 3117 )
 “Sign” means to affix a signature to
a record.

      (Added to NRS by 2003, 3117 )
 “Signature” means a name, word,
symbol or mark executed or otherwise adopted, or a record encrypted or
similarly processed in whole or in part, by a person with the present
intent to identify himself and adopt or accept a record. The term
includes, without limitation, an electronic signature as defined in NRS
719.100 .

      (Added to NRS by 1999, 1600 ; A 2001, 101 , 2724 ; 2003, 3117 )
 “Street address” of a
resident agent means the actual physical location in this State at which
a resident agent is available for service of process.

      (Added to NRS by 1999, 1600 )


      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 )
 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 )


      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.

      (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.

      (Added to NRS by 2003, 20th Special Session, 48 )

NONPROFIT COOPERATIVE 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 )


      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.

      [Part 2:236:1921; A 1931, 199; 1931 NCL § 1576]—(NRS A 1993, 987)


      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]
 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.

      2.  The purpose for which it is formed.

      3.  The name of the person designated as the resident agent, the
street address for the service of process, and the mailing address if
different from the street address.

      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 )
 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]


      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 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 pursuant to NRS 116.31158 ; and

      (b) Paid to the Administrator of the Real Estate Division the fees
required pursuant to NRS 116.31155 .

      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 has failed to register pursuant to NRS
116.31158 or failed to pay the fees
pursuant to NRS 116.31155 , 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 and paid the fees
pursuant to NRS 116.31155 , 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 )


      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, together with a certificate of acceptance of appointment
signed by the resident agent of the corporation, 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 his office.

      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 )
 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]


      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 membership, 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 two-thirds 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. 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.

      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 4:236:1921; 1933, 264; 1941, 329; 1931 NCL § 1578] + [Part
21:88:1903]
 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 him, 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 his membership, at the option of the corporation.

      [Part 4:236:1921; 1933, 264; 1941, 329; 1931 NCL § 1578]
 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)
 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 him and the corporation or for his 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)


      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]


      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)
 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]
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
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 )


      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)


      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]


      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 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 he 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]


      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 name of the person designated as the resident agent, the
street address for service of process, and the mailing address if
different from the street address.

      (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, together with a
certificate of acceptance of appointment signed by the resident agent for
the association, 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 )


      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 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 pursuant to NRS 116.31158 ; and

      (b) Paid to the Administrator of the Real Estate Division the fees
required pursuant to NRS 116.31155 .

      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 has failed to register pursuant to NRS
116.31158 or failed to pay the fees
pursuant to NRS 116.31155 , 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 and paid the fees
pursuant to NRS 116.31155 , 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 )


      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)
 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 )


      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 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 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 his 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 death, if his legal representatives or none of them desire to succeed
to the membership, and whether the value of his interest must be paid to
his 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 )


      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]

 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)


      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]


      1.  Any member may, upon or after becoming a member, nominate upon
his application, or otherwise file with the secretary of any association
incorporated under NRS 81.170 to 81.270
, inclusive, of which he is a member,
the person whom he desires to succeed to his membership and interests in
the association upon his 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 other interests in the
association.

      [11:60:1901; RL § 1259; NCL § 1594]—(NRS A 1991, 1251)

NONPROFIT COOPERATIVE CORPORATIONS WITHOUT STOCK


      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 )
 The
corporation shall not have a capital stock, and its business shall not be
carried on for profit.

      [Part 2:395:1955]


      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]
 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 name of the person designated as the resident agent, the
street address for service of process, and the mailing address if
different from the street address.

      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 )


      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 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 pursuant to NRS 116.31158 ; and

      (b) Paid to the Administrator of the Real Estate Division the fees
required pursuant to NRS 116.31155 .

      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 has failed to register pursuant to NRS
116.31158 or failed to pay the fees
pursuant to NRS 116.31155 , 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 and paid the fees
pursuant to NRS 116.31155 , 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 )


      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, together with a certificate of acceptance of appointment
signed by the resident agent for the corporation, 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 his office.

      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 )


      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)
 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 property interests in
the corporation and to fix the amount thereof in money, and to have the
money paid to him 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 him, 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 his
membership, at the option of the corporation.

      [Part 4:395:1955]
 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]


      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 him and the corporation or for his 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)


      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)


      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
his receipt of the notification.

      2.  The notice pursuant to subsection 1 must be sent by mail to the
member at his last known address, 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 )
 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)
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 to 81.660 ,
inclusive, may be cited as the Charitable Organization Act.

      (Added to NRS by 1971, 631; A 1991, 1254)
 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)
 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)
 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)
 “Director” means a director,
trustee, person or persons constituting the controlling board of a
charitable organization.

      (Added to NRS by 1971, 631)
 “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)
 “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)
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)
 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)
 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)


      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 )
 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)




USA Statutes : nevada