USA Statutes : nevada
Title : Title 30 - PUBLIC BORROWING AND OBLIGATIONS
Chapter : CHAPTER 348 - REGISTRATION OF PUBLIC SECURITIES
1. The Legislature finds that:
(a) Public securities have traditionally been issued in bearer
form, with attached coupons evidencing the installments of interest
becoming due on fixed maturity dates, rather than in only full registered
form.
(b) The Federal Government, by subsection (j) of section 103, Tax
Code, as amended by subsection (b) of section 310 of the Tax Equity and
Fiscal Responsibility Act of 1982 (P.L. 97-248, signed by the President
on September 3, 1982), provides in effect that, among other securities,
public securities, subject to minor exceptions stated in that federal
act, must be in full registered form for the interest on the public
securities to be exempt from federal income taxation, but that an
obligation of a public body shall be treated as in full registered form
if the right to the principal of, any prior redemption premium due in
connection with, and stated interest on that obligation may be
transferred only through a book entry consistent with regulations
prescribed by the Secretary of the Treasury, and, as the federal act was
further amended on January 12, 1983, this requirement for the issuance of
public securities in full registered form becomes effective on July 1,
1983.
(c) The effect of the requirements stated in paragraph (b) will
affect the various public bodies and varieties of public securities
differently depending on their legal and financial characteristics, their
markets and their adaptability to recent and prospective technological
and organizational developments.
2. It is hereby declared as a matter of legislative determination
that:
(a) It is a matter of state concern that public bodies be provided
flexibility in the development of systems for such registration of public
securities, including systems of book entry and their incidents, to
accommodate these different effects.
(b) It is the purpose of this chapter to enable the establishment,
maintenance and amendment from time to time of differing systems of
registration of public securities, to accommodate the differing effects
upon public bodies and varieties of public securities.
(c) To accomplish the purposes stated in this section and the
issuance of public securities the interest on which is exempt from
federal income taxation, the provisions of this chapter must be broadly
and liberally construed.
(Added to NRS by 1983, 602)
The following terms, as defined in NRS
348.030 to 348.250 , inclusive, for all purposes of this chapter,
other provisions of NRS or special acts relating to public securities and
any authorizing instrument or document pertaining thereto, unless the
context otherwise requires, have the meanings ascribed to them in those
sections.
(Added to NRS by 1983, 603)
“Assessment” means a special
assessment levied against an assessable tract of property and capital
improvements thereon which are specially benefited by the acquisition of
capital improvements financed by a public body wholly or in part by the
issuance of public securities or otherwise.
(Added to NRS by 1983, 603)
1. “Authorized officer” means, with respect to any certificated
public security, a person whose signature to the certificated public
security is required or permitted, or a person whom the authorized
officer is authorized, either alone or with the concurrence of another or
others, to authorize to affix the signature of the authorized officer to
the certificated public security and who is so authorized in writing by
the authorized officer with any required concurrence.
2. “Authorized officer” means, with respect to any uncertificated
public security, any person described in this section as an authorized
officer with respect to a certificated public security of the same class
or series.
(Added to NRS by 1983, 603)
“Authorizing
instrument” means the ordinance, resolution, trust indenture, order or
other official action, or any such instrument amendatory thereof or
supplemental thereto, or any applicable combination thereof, by which
public securities are authorized to be issued by a public body.
(Added to NRS by 1983, 603)
“Certificated
public security” means an obligation which:
1. Is issued pursuant to a system of full registration;
2. Is represented by an instrument, and is transferable in the
manner described in subsection 1 of NRS 348.110 ; and
3. Is either one of a class or series or by its terms is divisible
into a class or series of obligations.
(Added to NRS by 1983, 603)
“Facsimile seal” means a
reproduction by engraving, imprinting, stamping or other means of the
seal of the issuer, official or official body.
(Added to NRS by 1983, 603)
“Facsimile signature”
means a reproduction by engraving, imprinting, stamping or other means of
the manual signature of an authorized officer.
(Added to NRS by 1983, 604)
“Financial agreement”
means an agreement respecting the payment of the principal of, any prior
redemption premium due in connection with, and the interest on a public
security.
(Added to NRS by 1983, 604)
“Financial
intermediary” means a commercial bank, trust bank, broker or clearing
corporation, or the nominee of any of them, or other person or its
nominee, which in the ordinary course of its business maintains accounts
relating to public securities for its customers, when so acting.
(Added to NRS by 1983, 604)
“Full registered form” or “full registration” means:
1. With respect to a certificated public security that:
(a) The certificated public security specifies a person entitled to
the public security or the rights it represents; and
(b) Transfer of the certificated public security may be registered
upon books maintained for that purpose by or on behalf of the issuer.
2. With respect to an uncertificated public security, that
transfer of the uncertificated public security is registered upon books
maintained for that purpose or that the security is represented by:
(a) Evidence of participation in an obligation of larger
denomination which is fully registered; or
(b) An entry in a system of books kept to identify purchasers of
those securities by or on behalf of the issuer.
(Added to NRS by 1983, 604)
“Governing body” means the
State Legislature, the State Board of Examiners, any state officer or
commission, or other agency or instrumentality of the State authorized to
issue public securities in its name and on its behalf, the Board of
Regents of the University of Nevada, or any city council, city
commission, board of supervisors, town council, town board, board of
county commissioners, board of trustees of a school district, board of
directors or trustees of any other type of district or authority, or
other local legislative or governing body of another type of public body.
(Added to NRS by 1983, 604)
“Issue” means all public securities
constituting the same obligation, whether or not each such security is
part of the same class or series.
(Added to NRS by 1983, 604)
“Issuer” means a public body which:
1. Executes a certificated public security to evidence its duty to
perform a financial agreement represented by the certificated public
security;
2. Undertakes to perform a financial agreement if the agreement is
an uncertificated public security; or
3. Becomes responsible for or in place of a public body described
as an issuer in this section.
(Added to NRS by 1983, 604)
“Obligation” means a financial
agreement of an issuer, and includes a share, participation or other
interest in such an agreement.
(Added to NRS by 1983, 604)
“Official actions” means
the actions by statute, order, ordinance, resolution, contract or other
authorized means by which the official or official body provides for the
issuance of a public security.
(Added to NRS by 1983, 604)
“Official or
official body” means the officer or the governing body that is empowered
under the laws of one or more states, including, without limitation, this
state, to provide for the original issuance of a public security of the
issuer, by defining the obligation and its terms, conditions and other
incidents, the successor or successors of any such officer or governing
body, and such other person or group of persons as may be assigned duties
of such officer or governing body under applicable law from time to time.
(Added to NRS by 1983, 605)
“Original issuance”
means the first transfer of a public security by an issuer to a purchaser.
(Added to NRS by 1983, 605)
“Person” includes a government, a
governmental agency and a political subdivision of a government.
(Added to NRS by 1983, 605; A 1985, 515)
“Public body” means this
State, the Nevada System of Higher Education, or a city or town,
incorporated or unincorporated, county, school district, other public
educational institution, other district, authority or other body
corporate and politic comprising a political subdivision of the State or
acting on behalf thereof.
(Added to NRS by 1983, 605; A 1993, 395; 2005, 364 )
“Public security” means
any note, warrant, interim debenture or bond, including, without
limitation, a temporary bond, or other security and comprises either a
certificated public security or an uncertificated public security
evidencing a loan and, before, on or after May 12, 1983, is authorized by
the State to be incurred by a public body.
(Added to NRS by 1983, 605; A 1997, 1610)
“State” means the State of Nevada.
(Added to NRS by 1983, 605)
“Tax Code” means the federal
Internal Revenue Code of 1954.
(Added to NRS by 1983, 605)
“Transfer agent” means the
treasurer or similar official of the issuer, a corporate or other
trustee, registrar, paying agent, other corporate agent, or other person
acting as an agent, for, among possibly other duties, the transfer and
registration of public securities.
(Added to NRS by 1983, 605)
“Uncertificated public security” means an obligation which:
1. Is issued pursuant to a system of full registration;
2. Is transferable in the manner described in subsection 2 of NRS
348.110 ; and
3. Is either one of a class or series or by its terms is divisible
into a class or series of obligations.
(Added to NRS by 1983, 605)
The meanings
of the terms used in this chapter shall be substituted for the meanings
of corresponding terms used in other provisions of NRS or special acts
relating to public securities when the provisions or principles of those
laws supplement the provisions of this chapter. Otherwise, terms used in
this chapter have the same meaning as corresponding terms used in laws
relating to public securities.
(Added to NRS by 1983, 605)
This chapter applies to public
securities issued by any public body pursuant to any general or special
act or any charter, including any legislative charter.
(Added to NRS by 1983, 605)
1. This chapter as to matters contained therein constitutes an
additional and separate grant of powers, and such powers may be exercised
without regard to provisions concerning such matters in any other law;
but this chapter is not a restriction or limitation on the exercise of
powers by a public body under any other law or charter.
2. The provisions of the Uniform Commercial Code and the
principles of contract law relative to the transfer of public securities
supplement the provisions of this chapter. This chapter as so
supplemented is supplemental to each law of this state, whether adopted
before or after this chapter, empowering or regulating the issuance of
public securities.
(Added to NRS by 1983, 609)
1. The powers conferred by this chapter are in addition and
supplemental to, and not in substitution for, and the limitations imposed
by this chapter do not affect the powers conferred by any other law.
2. No part of this chapter repeals or affects any other law or
part thereof, it being intended that this chapter provide a separate
method of accomplishing its objectives, and not an exclusive one.
(Added to NRS by 1983, 610)
This
state hereby covenants that it will not amend or repeal this chapter if
the effect is that interest on public securities may as a result thereof
be no longer exempt from federal income taxation provided for by the Tax
Code.
(Added to NRS by 1983, 609)
The determination of
the governing body authorized or empowered to issue public securities
under this chapter and any other provision of NRS or special act must be
made in an authorizing instrument pertaining to those securities.
(Added to NRS by 1983, 609)
1. At the election of an issuer, made at any time prior to or at
original issuance of a public security, this chapter may be made
applicable. When this chapter applies, it is alternative to any provision
of law to the contrary, and no such provision to the contrary applies.
2. The official or official body that is empowered to provide for
the original issuance of a public security may make the election of the
issuer, which must be part of the official actions with respect to such
issuance.
3. An issuer may not rescind such an election after the original
issuance of a public security pertaining thereto.
(Added to NRS by 1983, 609)
An issuer may issue either certificated public
securities or uncertificated public securities, or both certificated
public securities and uncertificated public securities, under this
chapter notwithstanding any inconsistent provision (e.g., a provision
that the issuer must issue coupon bonds) stated in a bond question,
election proceedings or other preliminary proceedings, or any combination
thereof, as the case may be, approved, adopted or otherwise taken before
May 12, 1983.
(Added to NRS by 1983, 609)
Any such public securities may be
in full registered form or in bearer form, with or without interest
coupons, be subject to conditions for transfer, be subject to provisions
for conversion as to denomination or to bearer or to registration for
payment of principal only, and to the attachment or reattachment of
interest coupons to the public securities, be made registrable or
reregistrable or payable or repayable to bearer, or to both, by the
treasurer or other authorized officer of the issuer or by a transfer
agent within or without the State of Nevada, be issued, transferred, and
registered by:
1. Evidence of participation in an obligation of larger
denomination which is fully registered; or
2. An entry in a system of books kept to identify purchasers of
the securities,
Ê all as may be determined by an authorizing instrument pertaining to the
public securities and adopted or otherwise authorized by the governing
body of the issuer.
(Added to NRS by 1983, 606)
1. Any system of full registration with respect to an issue of
public securities may be:
(a) A system pursuant to which only certificated public securities
are issued;
(b) A system pursuant to which only uncertificated public
securities are issued; or
(c) A system pursuant to which both certificated public securities
and uncertificated public securities are issued.
2. The issuer may discontinue and reinstitute either system, from
time to time, if one type of system or the other type is regularly
maintained at all times with respect to the issue.
3. The system may be established, regularly maintained, amended,
discontinued or reinstituted for the issuer by an official or official
body.
4. Any such system must be described in the official actions which
provide for original issuance, and in subsequent official actions
providing for amendments, supplementation and other matters from time to
time. The description may be by reference to a program of the issuer
which is established by the official or official body.
5. Any such system must define the method or methods by which
transfer of the public securities is effective with respect to the
issuer, which method or methods are exclusive, substantial compliance
being essential to a valid transfer, and by which payment of principal,
any prior redemption premium and any interest are made. The system may
also provide for the form of any certificated public securities, for
differing record and payment dates, for varying denominations and for
accounting, destruction of cancelled certificates and other incidental
matters.
6. Under a system pursuant to which both certificated public
securities and uncertificated public securities are issued, both types of
public securities may be regularly issued, or one type may be regularly
issued and the other type issued only under described circumstances or to
particular described categories of transferees. Under a system pursuant
to which uncertificated public securities are regularly issued, provision
may be made for registration of pledges and releases.
7. The system may include covenants of the issuer as to
amendments, discontinuances and reinstitutions, and the effect of these
on the exemption of interest from the federal income taxation provided
for by the Tax Code.
(Added to NRS by 1983, 606)
1. An issuer, prior to or at original issuance, may provide as a
part of a system of full registration:
(a) That the transferor or transferee of the public securities pay
all or a designated part of the costs of the system;
(b) That costs be paid out of proceeds of the public securities; or
(c) That both methods be used.
2. The portion of the costs of the system not provided to be paid
for by the transferor or the transferee or out of proceeds of the public
security are otherwise the obligation of the issuer.
3. The issuer may as a part of the system provide for the
reimbursement or for satisfaction of its obligation by payment by others.
4. The issuer may:
(a) Enter into binding agreements with others respecting such
reimbursement or payment;
(b) Establish fees and charges pursuant to such agreements or
otherwise;
(c) Provide that the amount or estimated amount of these fees and
charges are an obligation of users, or benefited properties or persons,
or other persons in interest;
(d) Provide for the collection of this amount and reasonable
collection costs, upon an assessment or tax roll (whether or not the
issuer is authorized to levy assessments or taxes), by billing, or by
some other method; and
(e) Provide for enforcement by the establishment of a lien for
collection on an assessment or tax roll, recordation of a lien,
foreclosure and sale, personal action for judgment or other method.
5. Any lien, whether established for collection on an assessment
or tax roll or separately by recordation may, if the system so provides,
be on a parity with the liens for assessments and taxes, or if the lien
for assessments is subordinate to the lien for taxes, on a parity with
the lien for assessments, not subject to extinguishment by foreclosure or
sale under the lien for any assessments and, if the lien of taxes is on a
parity with the lien of assessments, under the lien for any taxes and
prior and superior to all liens of any excise taxes, and all demands,
executions, titles, liens and encumbrances, whenever created or otherwise
fixed.
(Added to NRS by 1983, 608)
Signatures on any printed
certificated public securities, issued in part under this chapter, any
other statute or charter, or any combination thereof, may be manually
subscribed or be subscribed by one or more facsimile signatures, but any
printed, certificated public security, other than an interest coupon,
must bear at least one manual signature, but it may be that only of an
authorized officer of the public body or an officer of its transfer
agent. The signatures of the officers signing the certificated public
securities must be filed with the Secretary of State in compliance with
chapter 351 of NRS.
(Added to NRS by 1983, 607)
1. Any certificated public security signed by the authorized
officers at the time of its signing is not invalid and must not be denied
binding effect on the grounds that before its issuance any or all of
those officers ceased to fill their respective offices.
2. Any authorized officer empowered to sign any such certificated
public security may adopt as and for his signature the signature of a
predecessor in office if the predecessor’s signature appears on the
certificated public security.
(Added to NRS by 1983, 607)
When a seal is required or permitted in the execution of any
certificated public security, the authorized officer may cause a
facsimile seal to be placed thereon. The facsimile seal has the same
legal effect as the impression of a seal.
(Added to NRS by 1983, 607)
No manual or facsimile seal is required in connection with any
uncertificated public security.
(Added to NRS by 1983, 607)
1. The issuer shall provide, with respect to its uncertificated
public securities, for the sending of written statements which provide a
record of certain rights as of the time of issuance of the statements.
2. These statements must be sent to each person acquiring rights
by registration in uncertificated public securities, and the statements
so sent must be signed by an authorized officer or by a person whose
signature is required or permitted to be placed on a certificated public
security of the same class or series.
3. Statements as such, confer no rights on the recipient. A
statement is neither a negotiable instrument nor a public security.
(Added to NRS by 1983, 607)
1. Records of the transferees and pledgees of public securities
and their addresses are not subject to inspection or copying under any
law of this state relating to the inspection or copying of public records.
2. Registration records of the issuer may be maintained at such
locations within or without the State as the issuer determines.
(Added to NRS by 1983, 609)
1. An issuer may:
(a) Appoint for such term as may be agreed, including for so long
as an issue may be outstanding, corporate or other authenticating
trustees, registrars, paying agents, other transfer agents, or other
agents, and specify their rights, compensation and duties;
(b) Limit their liabilities; and
(c) Provide for their payment of liquidated damages in the event of
a breach of certain of the duties imposed, which liquidated damages may
be made payable to a financial intermediary.
2. None of the persons designated above in subsection 1 need have
an office or do business within this state.
3. An issuer may enter into a binding agreement with custodian
banks and financial intermediaries, and nominees of any of them, in
connection with the establishment and maintenance by others of a central
depository system for the transfer or pledge of federal securities,
public securities or other securities for the benefit of the issuer.
4. Any such custodian banks, financial intermediaries and nominees
may, if qualified and acting as fiduciaries, also serve as authenticating
trustees, registrars, paying agents, other types of transfer agents and
other agents of the issuer with respect to the same issue of public
securities.
(Added to NRS by 1983, 607)
Payment of an installment of principal or interest, or both
principal and interest, and any premium for prior redemption due at any
designated date may be required by any authorizing instrument pertaining
to the issuance of public securities to be by check, draft or other
medium of payment and need not be conditioned upon presentation of any
public security or coupon.
(Added to NRS by 1983, 607)
Whenever under the laws of the State a deposit of public
securities is authorized as security, public securities otherwise meeting
the authorized criteria, which are issued under a system of full
registration which provides for registration of pledges of such
securities, may be deposited and must be accepted as security if the
pledge is registered.
(Added to NRS by 1983, 609)
