USA Statutes : nevada
Title : Title 55 - BANKS AND RELATED ORGANIZATIONS
Chapter : CHAPTER 670A - CORPORATIONS FOR ECONOMIC REVITALIZATION AND DIVERSIFICATION
As used in this chapter, unless the
context otherwise requires, the words and terms defined in NRS 670A.020
to 670A.050 , inclusive, have the meanings ascribed to
them in those sections.
(Added to NRS by 1983, 1271)
“Board of directors”
means the board of directors of a corporation created under this chapter.
(Added to NRS by 1983, 1271)
“Corporation” means a Nevada
corporation for economic revitalization and diversification created under
this chapter.
(Added to NRS by 1983, 1271)
“Financial
institution” means any banking corporation, credit union or trust
company, savings and loan association, insurance company or related
corporation, partnership, foundation or other institution engaged
primarily in lending or investing money.
(Added to NRS by 1983, 1272; A 1999, 1545 )
“Loan limit” means the maximum
amount permitted to be outstanding for any member at one time on loans by
the member to a corporation as determined under the provisions of this
chapter.
(Added to NRS by 1983, 1272)
The Commissioner shall adopt such
regulations as may be necessary to carry out the purposes and provisions
of this chapter.
(Added to NRS by 1983, 1272; A 1983, 1644; 1987, 1949)
Five or more persons, a majority of whom
are residents of this state, may create a corporation for economic
revitalization and diversification by filing articles of incorporation in
the office of the Secretary of State in accordance with the provisions of
this chapter.
(Added to NRS by 1983, 1272)
The articles of
incorporation of the corporation must contain:
1. The name of the corporation, which must include the words
“corporation for economic revitalization and diversification.”
2. The location of the principal office of the corporation, but
the corporation may have other offices as the board of directors deems
necessary.
3. The purposes for which the corporation is founded, which must
be to:
(a) Assist, promote, encourage, develop and advance the economic
welfare and diversification of the State in accordance with the State
Plan for Economic Development;
(b) Facilitate and assist in the location of new business, commerce
and industry in the State, and to rehabilitate and revitalize existing
business, commerce and industry;
(c) Stimulate and assist in the expansion of business activity
which will tend to promote business development and diversification that
would result in the economic stability of the state;
(d) Provide new opportunities for employment;
(e) Cooperate and act in conjunction with public or private
organizations and governmental agencies, the objectives of which are the
support and advancement of business, commercial, industrial, agricultural
and recreational activity that would advance the economic welfare of the
State, promote economic diversification, and effectuate any state or
local plan for economic development; and
(f) Furnish money and credit to approved and deserving applicants
who would assist in achieving or carrying out any of the purposes
described in this subsection.
4. The names and post office addresses of the members of the first
board of directors, who, unless otherwise provided by the articles of
incorporation or the bylaws, shall hold office for the first year of
existence of the corporation or until their successors are elected and
have qualified.
5. Any provision which the incorporators may choose to insert for
the regulation of the business and for the conduct of the affairs of the
corporation and any provision creating, dividing, limiting and regulating
the powers of the corporation, the directors, stockholders or any class
of the stockholders, including, but not limited to, a list of the
officers, and provisions governing the issuance of stock certificates to
replace lost or destroyed certificates, except that no provision may be
included for cumulative voting for directors.
6. The amount of authorized stock and the number of shares into
which it is divided and, if there is more than one class of stock, a
description of the different classes.
7. The names and addresses of the preorganization subscribers of
stock and the number of shares subscribed by each.
8. Any provision consistent with the laws of this state for the
regulation of the corporation.
9. A recitation that the corporation is organized under the
provisions of this chapter.
(Added to NRS by 1983, 1272; A 1997, 1011)
Before the articles of
incorporation or any amendment to them are filed with the Secretary of
State they must be approved by the Commissioner.
(Added to NRS by 1983, 1273; A 1983, 1644; 1987, 1949)
The articles of
incorporation of the corporation must be in writing, subscribed by or on
behalf of each of the incorporators and acknowledged by each of the
subscribers before a notary public and filed in the Office of the
Secretary of State for approval. A duplicate copy so subscribed and
acknowledged may also be filed.
(Added to NRS by 1983, 1273)
When the articles of incorporation
have been approved by the Commissioner and filed in the Office of the
Secretary of State and approved by the Secretary of State, and all
application, licensing and filing fees and taxes prescribed by law have
been paid, the subscribers, their successors and assigns constitute a
corporation, and the corporation is then authorized to commence business,
and stock of the corporation to the extent authorized by this chapter may
from time to time be issued.
(Added to NRS by 1983, 1273; A 1983, 1644; 1987, 1949)
1. The articles of incorporation may be amended by the affirmative
vote of stockholders representing not less than two-thirds of the issued
and outstanding stock entitled to vote. No amendment of the articles of
incorporation which is inconsistent with the general purposes expressed
in this chapter or which eliminates or curtails the right of the
commissioner to examine the corporation or the obligation of the
corporation to make reports as provided in NRS 670A.260 , may be made.
2. The amendment must then be approved by the Commissioner before
it is submitted to the Secretary of State.
3. Within 30 days after any meeting at which an amendment of the
articles of incorporation has been adopted, articles of amendment signed
and sworn to by the president, treasurer and a majority of the directors,
setting forth the amendment and due adoption of it, must be submitted to
the Secretary of State who shall examine them, and if he finds that they
conform to the requirements of this chapter, shall so certify and endorse
his approval on them. Then the articles of amendment must be filed in the
Office of the Secretary of State, and no amendment may take effect until
the articles of amendment have been filed.
(Added to NRS by 1983, 1273; A 1983, 1644; 1987, 1949)
1. A corporation for economic revitalization and diversification
shall obtain a license from the Commissioner before conducting any
business. The application for the license must be on a form and be
accompanied by a nonrefundable application fee of not more than $2,000.
2. The Commissioner shall adopt regulations establishing the
amount of the application fee required pursuant to this section.
3. The Commissioner shall consider an application to be withdrawn
if the Commissioner has not received all information and fees required to
complete the application within 12 months after the date the application
is first submitted to the Commissioner or within such later period as the
Commissioner determines in accordance with any existing policies of joint
regulatory partners. If an application is deemed to be withdrawn pursuant
to this subsection or if an applicant otherwise withdraws an application,
the Commissioner may not issue a license to the applicant unless the
applicant submits a new application and pays any required fees.
(Added to NRS by 1983, 1274; A 1983, 1645; 1987, 1949; 2005, 1853
)
1. The first meeting of the corporation must be called by a notice
signed by three or more of the incorporators, stating the time, place and
purpose of the meeting. A copy of the notice must be mailed or delivered
to each incorporator at least 5 days before the day appointed for the
meeting. The first meeting may be held without notice upon agreement in
writing to that effect, signed by all the incorporators. A copy of the
notice or of the unanimous agreement of the incorporators must be
recorded in the minutes of the meeting.
2. At the first meeting, the incorporators shall elect a temporary
clerk, adopt bylaws, elect a board of directors and take such other
action upon matters within the powers of the corporation as the
incorporators may see fit. The temporary clerk must be sworn and shall
make and attest a record of the proceedings.
3. A majority and not less than three of the incorporators
constitutes a quorum for the transaction of business.
(Added to NRS by 1983, 1274)
In furtherance of its
purposes and in addition to the powers conferred on business corporations
by law, the corporation may, subject to the restrictions and limitations
contained in this chapter:
1. Elect, appoint and employ officers, agents and employees, make
contracts, including without limitation, contracts to share personnel and
services with other public or private entities to carry out the State
Plan for Economic Development, and may incur liabilities for any of the
purposes of the corporation. The corporation shall not incur any
secondary liability by way of guaranty or endorsement of the obligations
of any natural person, firm, corporation, joint-stock company,
association or trust, or in any other manner, except that the corporation
may guarantee or endorse industrial revenue bonds, individually or in
groups, issued under the laws of this state and the obligations of
borrowers.
2. Borrow money and negotiate guarantees from federal agencies for
any of the purposes of the corporation, issue its bonds, debentures,
notes or other evidences of indebtedness, whether secured or unsecured,
and may secure them by mortgage, pledge, deed of trust or other lien on
its property, franchises, rights and privileges of every kind and nature,
or any part of them or interest in them, without securing stockholder
approval.
3. Make loans to any natural person, firm, corporation,
joint-stock company, association or trust, and may establish and regulate
the terms and conditions with respect to those loans and the charges for
interest and service connected therewith, except that the corporation
shall not approve any application for a loan unless the person applying
for the loan shows that he has applied for the loan through ordinary
banking channels and that the loan has been refused by at least one bank
or other financial institution.
4. Purchase, receive, hold, lease or otherwise acquire, and to
sell, convey, transfer, lease or otherwise dispose of real and personal
property, together with such rights and privileges as may be incidental
and appurtenant to the property and the use of it, including but not
restricted to any real or personal property acquired by the corporation
from time to time in the satisfaction of debts or enforcement of
obligations.
5. Acquire the goodwill, business, rights, real and personal
property and other assets, or any part of them, or interest in them, of
any natural person, firm, corporation, joint-stock company, association
or trust, and assume, undertake or pay the obligations, debts and
liabilities of that natural person, firm, corporation, joint-stock
company, association or trust; to acquire improved or unimproved real
estate to construct industrial plants or other business establishments on
it or to dispose of that real estate to others for the construction of
industrial plants or other business establishments; and may acquire,
construct or reconstruct, alter, repair, maintain, operate, sell, convey,
transfer, lease or otherwise dispose of industrial plants or business
establishments.
6. Acquire, subscribe for, own, hold, sell, assign, transfer,
mortgage, pledge or otherwise dispose of the stock, shares, bonds,
debentures, notes or other securities and evidences of interest in or
indebtedness of any natural person, firm, corporation, joint-stock
company, association or trust, and while the owner or holder thereof may
exercise all the rights, powers and privileges of ownership including the
right to vote thereon.
7. Mortgage, pledge or otherwise encumber any property, right or
thing of value acquired pursuant to the powers contained in subsection 4,
5 or 6 as security for the payment of any part of the purchase price of
them.
8. Cooperate with and avail itself of the facilities of the United
States Department of Commerce, the Commission on Economic Development and
any other similar state or federal governmental agencies and may
cooperate with and assist, and otherwise encourage organizations in the
various communities of the State in the promotion, assistance and
development of the business prosperity and economic welfare of those
communities or of this state.
9. Do all acts and things necessary or convenient to carry out the
powers expressly granted in this chapter.
(Added to NRS by 1983, 1274; A 1987, 732)
The purposes, powers and operation
of the corporation must be effectuated, exercised and conducted in a
manner consistent with the State Plan for Economic Development.
(Added to NRS by 1983, 1275)
The
stockholders of the corporation may:
1. Determine the number of and elect directors as provided in NRS
670A.180 .
2. Make, amend and repeal bylaws.
3. Amend its charter as provided in NRS 670A.120 .
4. Dissolve the corporation as provided in NRS 670A.300 .
5. Exercise such other of the powers of the corporation consistent
with this chapter as may be conferred on the stockholders by the bylaws.
(Added to NRS by 1983, 1275)
1. The business and affairs of the corporation must be managed and
conducted by a board of directors, a president, a vice president, a
secretary, a treasurer and such other officers and agents as the
corporation by its bylaws may authorize. The board of directors must
consist of a number not less than 9 nor more than 15 as may be determined
in the first instance by the incorporators and after that annually by the
stockholders of the corporation. The Director of the Department of
Business and Industry and the Executive Director of the Commission on
Economic Development shall serve ex officio as nonvoting directors, but
without any liability as such, except for gross negligence or willful
misconduct.
2. The board of directors may exercise all the powers of the
corporation except those conferred by law or by the bylaws of the
corporation upon the stockholders and shall choose and appoint all the
agents and officers of the corporation and fill all vacancies except
vacancies in the office of director, which must be filled as provided in
this section.
3. The voting directors must be elected in the first instance by
the incorporators and after that at least five directors must be elected
by the members of the corporation and at least two directors must be
elected by the stockholders at the annual meeting. The annual meeting
must be held during the month of January or, if no annual meeting is held
in the year of incorporation, then within 90 days after the approval of
the articles of incorporation at a special meeting as provided in this
chapter.
4. The voting directors shall hold office until the next annual
meeting of the corporation or special meeting held in lieu of the annual
meeting after the election and until their successors are elected and
qualified, unless sooner removed in accordance with the provisions of the
bylaws.
5. Any vacancy in the office of a voting director must be filled
by the directors.
6. Directors and officers are not responsible for losses unless
the losses have been occasioned by the willful misconduct of those
directors and officers.
(Added to NRS by 1983, 1276; A 1987, 734; 1993, 1896)
Any bank, savings and
loan association, thrift company or credit union licensed under this
title or title 56 of NRS, any insurer licensed under title 57 of NRS and
any Nevada corporation not licensed under those titles whose gross assets
are more than $20 million may apply for membership in the corporation.
Membership becomes effective upon the acceptance of the application by
the board of directors.
(Added to NRS by 1983, 1276)
1. Each member shall lend money to the corporation as and when
called upon by it to do so, but the total amount on loan by any member at
any one time must not exceed the limits described in subsections 2 and 3,
to be determined as of the time the financial institution or insurer
becomes a member. The amount may thereafter be readjusted annually if any
change in the base of the loan limit of the member occurs.
2. The loan limits are, for:
(a) Banks and stock insurance companies, 2 percent of the
stockholders’ equity of the bank or company.
(b) Savings and loan associations, 2 percent of the surplus account.
(c) Mutual insurance companies, 2 percent of surplus to
policyholders.
(d) Other financial institutions and insurance companies, and
Nevada corporations described in NRS 670A.190 , an amount established by the board of
directors.
3. Except as otherwise provided in this subsection, the total
amount on loan by any member at any one time must not exceed $250,000.
Any member who has a loan limit in excess of $250,000, may elect that its
total amount on loan at any one time to the corporation equal its loan
limit, but in no event may it exceed $500,000.
4. All loan limits must be established at the thousand dollar
figure nearest to the amount computed on an actual basis.
(Added to NRS by 1983, 1276; A 1997, 1012)
All calls for money
which members are committed to lend to the corporation must be prorated
by the corporation among the members in the same proportion that the
maximum loan limit of each member bears to the aggregate loan limits of
all members of the corporation.
(Added to NRS by 1983, 1277)
Upon 6 months’ written
notice to the board of directors, a member of the corporation may
withdraw from membership, and, after the date of the withdrawal, the
member is free of obligations under this chapter, except those accrued or
committed by the corporation before the effective date of the withdrawal.
(Added to NRS by 1983, 1277)
1. The stock of the corporation must be 20,000 shares of no par
value, which must be issued for $100 per share in cash. At least 5
percent of the initial stockholders’ equity of the corporation must be
paid into its treasury in cash before it may transact any business other
than business relating to its organization.
2. At least a majority of the stock of the corporation must at all
times be held by residents of the State or by persons engaged in doing
business in Nevada.
3. A financial institution which does not become a member of a
corporation established under this chapter may not acquire any shares of
the stock of the corporation.
4. Except as otherwise provided in this subsection, any financial
institution which becomes a member of a corporation established under
this chapter may acquire, purchase, hold, sell, assign, transfer,
mortgage, pledge or otherwise dispose of any shares of the stock of the
corporation and, while the owner of those shares, may exercise all the
rights, powers and privileges of ownership, including the right to vote
thereon, all without the approval of any regulatory authority of this
state. The amount of the stock of the corporation which may be acquired
by any member under this section may not exceed 10 percent of the loan
limit of the member. The amount of stock of the corporation which any
member may acquire under this section is in addition to the amount of
stock in corporations which the member is otherwise authorized to acquire.
5. The holders of stock of the corporation do not, as such, have
any preemptive or preferential right to purchase or subscribe for any
part of the unissued or new issue of stock of the corporation, whether
now or hereafter authorized or issued, or to purchase or subscribe for
any bonds or other obligations, whether or not convertible into stock of
the corporation, now or hereafter authorized or issued.
(Added to NRS by 1983, 1277; A 1997, 1012)
1. The corporation shall set apart as an earned surplus all of its
net earnings in each year until the earned surplus equals 50 percent of
the stockholders’ equity then outstanding. The earned surplus must be
held in cash, invested in United States government bonds, or as provided
in the corporation’s bylaws, and be kept and used to meet losses and
contingencies of the corporation, and whenever the amount of earned
surplus becomes impaired, it must be built up again to the required
amount in the manner provided for its original accumulation.
2. At no time may the total obligations of the corporation exceed
ten times the amount of its stockholders’ equity, not including therein
the earned surplus, or $50 million, whichever is greater.
3. The corporation shall not deposit any of its money in any
financial institution unless the financial institution has been
designated as a depository by a vote of the majority of all of the
directors of the corporation, exclusive of any director who is an officer
or director of the designated depository. The corporation shall not
receive money on deposit or make any loans directly or indirectly to any
of its officers or to any firms in which any of its officers is a member
or officer.
(Added to NRS by 1983, 1278; A 1997, 1013)
1. Every corporation organized and engaged in business under the
provisions of this chapter shall pay an annual state license fee of not
more than $200. The Commissioner shall adopt regulations establishing the
amount of the fee required pursuant to this subsection.
2. The county and city in which the corporation maintains a place
of business may also levy a license fee which does not exceed $50.
(Added to NRS by 1983, 1278; A 2005, 1853 )
1. The Commissioner shall examine the corporation as often as he
deems necessary.
2. The corporation shall make reports of its condition at least
annually to the Commissioner and more frequently upon the order of the
Commissioner. The Commissioner shall furnish copies of these reports to
the Commissioner of Insurance and the Governor. The corporation shall
also furnish such other information as may be required by the
Commissioner or the Secretary of State.
3. The corporation shall pay a fee for conducting the examination
and preparing the report of the examination at the rate established
pursuant to NRS 658.101 .
4. The Commissioner shall exercise the same supervisory authority
over corporations organized under this chapter as he exercises over banks
and trust companies chartered by the State.
(Added to NRS by 1983, 1278; A 1983, 1645; 1987, 1949, 2224)
Under no
circumstances may the credit of the State be pledged to any corporation
organized under the provisions of this chapter.
(Added to NRS by 1983, 1279)
Any tax exemptions, tax credits or tax privileges granted
to banks, savings and loan associations, trust companies and other
financial institutions by any general laws are granted to corporations
organized pursuant to this chapter.
(Added to NRS by 1983, 1279)
Any corporation organized under the
provisions of this chapter is a state development company, as defined in
the Small Business Investment Act of 1958, Public Law 85-699, 85th
Congress, or any other similar federal legislation, and may operate on a
statewide basis.
(Added to NRS by 1983, 1279)
A corporation may
dissolve upon the affirmative vote of stockholders representing not less
than two-thirds of the issued and outstanding stock.
(Added to NRS by 1983, 1279)
1. If a corporation fails to submit any report required pursuant
to this chapter or any regulation adopted pursuant thereto within the
prescribed period, the Commissioner may impose and collect a fee of not
more than $10 for each day the report is overdue.
2. The Commissioner shall adopt regulations establishing the
amount of the fee that may be imposed pursuant to this section.
(Added to NRS by 2005, 1853 )
In addition to any other
remedy or penalty, the Commissioner may impose an administrative fine of
not more than $10,000 upon a person who:
1. Without a license, conducts any business or activity for which
a license is required pursuant to the provisions of this chapter; or
2. Violates any provision of this chapter or any regulation
adopted pursuant thereto.
(Added to NRS by 2005, 1853 )
