USA Statutes : nevada
Title : Title 57 - INSURANCE
Chapter : CHAPTER 693B - CONTINUITY OF MANAGEMENT DURING EMERGENCY RESULTING FROM ATTACK
As used in this chapter, unless the
context otherwise requires:
1. “Acting Director” means an acting Director elected or appointed
in accordance with this chapter.
2. “Acting officer” means an acting officer appointed in
accordance with this chapter.
3. “Acute emergency” means a period in which, by reason of loss of
life, epidemic disease, destruction or damage of property, contamination
of property by radiological, chemical or bacteriological means, or
disruption of the means of transportation and communication, resulting
from an attack, it is impossible or impracticable for the business of
insurance in this state to be conducted in strict accord with the
provisions of law or charters applicable thereto.
4. “Attack” means any attack, actual or imminent, or series of
attacks by an enemy or a foreign nation upon the United States of America
causing, or which may cause, substantial damage or injury to civilian
property or persons in the United States in any manner by sabotage or by
the use of bombs, shellfire, or atomic, radiological, chemical,
bacteriological or biological means or other weapons or processes.
5. “Board” means the board of directors, board of trustees,
committee or similar body having control of the affairs of an
organization.
6. “Charter” means the certificate of organization or
incorporation of an organization together with its bylaws, or the
agreement establishing a fund or association together with its
constitution and bylaws.
7. “Commissioner” means the Commissioner of Insurance or other
person designated to exercise the powers of that office during an acute
emergency.
8. “Director” means a director, trustee or member of a board.
9. “Domestic organization” means any organization which is
domiciled in this state, including, insofar as the provisions of this
chapter may appropriately apply thereto, any welfare or pension fund or
United States branch of an alien insurer.
10. “Officer” means an officer of a domestic organization.
11. “Organization” means any insurer, rating organization, service
or advisory organization, joint underwriting association or other
organization which is subject, in whole or in part, to the insurance laws
of this state.
12. “Quorum” means the minimum number of directors required by
charter and law, other than this chapter, to be present for valid action
to be taken at a meeting of a board with respect to each particular item
of business which may come before such meeting.
(Added to NRS by 1971, 1818)
1. With the approval of the Commissioner, any domestic
organization may at any time adopt, in the same manner as in the case of
ordinary bylaws, emergency bylaws to become operative during a period of
acute emergency. Emergency bylaws may contain provisions with respect to
the number of directors capable of acting which shall constitute its
board, the number of such directors which shall constitute a quorum at a
meeting of the board, the number of votes necessary for action by such
board, the manner in which vacancies on the board shall be filled, the
line of succession of its officers, and the interim management of the
affairs of the organization.
2. Such provisions, if approved by the Commissioner, need not
comply with the requirements of the charter of such domestic organization.
3. Except as provided in NRS 693B.120 , the provisions of NRS 693B.040 to 693B.100 , inclusive, 693B.120 and 693B.130 shall not be applicable during a period of
acute emergency to any domestic organization operating in accordance with
emergency bylaws approved by the Commissioner to the extent that the
procedure set forth in such emergency bylaws relate to subject matter
contained in NRS 693B.040 to 693B.100
, inclusive.
(Added to NRS by 1971, 1818)
Any domestic organization, without complying with any
provision of law requiring approval, or application for approval, of a
change of location of its principal office may from time to time change
the location thereof during an acute emergency to a suitable location
within the United States, and may carry on its business at such new
location during such acute emergency and for a reasonable time
thereafter. Any organization which changes the location of its principal
office during an acute emergency shall notify the Commissioner thereof in
writing as soon as practicable, stating the address of the new location,
the address of the former location, and the dates when business is
ceasing at the former location and commencing at the latter location.
(Added to NRS by 1971, 1819)
Notwithstanding any
contrary provision of law or of its charter, if at any time during an
acute emergency affecting any domestic organization, no person otherwise
empowered to call meetings of its board is capable of acting, a meeting
thereof may be called by any director or acting director, or if no
director or acting director is capable of acting, by any officer or
acting officer. If it is impracticable or impossible to give notice of a
meeting of the board in the manner prescribed by charter and law, the
person calling such a meeting may give notice thereof by making such
reasonable efforts as circumstances may permit to notify each director
and acting director of the time and place of the meeting, but need not
specify the purposes thereof. Failure of any director or acting director
to receive actual notice of a meeting of directors and acting directors
shall not affect the power of the directors and acting directors present
at such meeting to exercise the powers of an emergency board of directors
as prescribed in this section. Nothing contained in this chapter shall be
construed as requiring a meeting of the board of such an organization to
be convened in any manner different from that prescribed by its charter
and by the provisions of law other than this chapter.
(Added to NRS by 1971, 1819)
If three or more directors or acting directors of any domestic
organization are present at any meeting of its board duly convened during
an acute emergency affecting such domestic organization, they shall
constitute its emergency board of directors which, notwithstanding any
contrary provision of law or of its charter, may, subject to the
limitation prescribed in this chapter, by a majority of those present,
take any action which may be necessary to enable such domestic
organization to meet the exigencies of the acute emergency and conduct
its business during such period.
(Added to NRS by 1971, 1820)
The powers of
an emergency board of directors shall include, but shall not be limited
to, the following:
1. At any meeting to elect such acting directors as it may deem
necessary, without regard to the number of directors which would
otherwise be required, to serve in any positions on such board which are
vacant or in place of any directors or acting directors who are absent
from such meeting, but not to elect any director on a permanent basis.
2. To elect such acting officers as it may deem necessary, without
regard to the number of officers which would otherwise be required, to
serve in any offices which are vacant or in place of any officers or
acting officers who fail to appear and assume their duties, to fix the
compensation and determine the powers and duties of acting officers and
to remove acting officers, but not to remove any officer or fill any
vacancy on a permanent basis or to cause the organization to enter into
any contract of employment for a term of over 1 year.
3. To cause the organization to change the location of its
principal office, pursuant to NRS 693B.030 , or any of its places of business, and to
authorize such action as it may deem appropriate to acquire space and
facilities at the new locations, but not to acquire for use as its
principal office property in fee or for a term of over 1 year.
4. To postpone any meeting of the stockholders, policyholders,
members or directors of such organization if, in the judgment of the
members of such emergency board of directors, it would be impracticable
to hold such meeting at the time it would otherwise have been held or
conducted.
5. If it appears to an emergency board of directors that a quorum
of the board cannot be assembled within a reasonable time, to call a
meeting of the stockholders, policyholders or members of the organization
to be held as soon as the circumstances may reasonably permit, at a place
to be designated by the emergency board of directors within this state or
a contiguous state, for the purpose of electing directors to fill
vacancies on the board, but for no other purpose, and to propose nominees
for such election. Any such meeting of stockholders, policyholders or
members shall be held upon notice given in accordance with the charter of
the organization and applicable law other than this chapter.
(Added to NRS by 1971, 1820)
As soon as practicable after each meeting of an
emergency board of directors, the person who presided thereat shall
notify the Commissioner in writing of the time and place of such meeting,
of the manner in which notice thereof was given, of the persons present,
and of all actions taken at such meeting.
(Added to NRS by 1971, 1821)
No person prohibited by law or by the charter of a domestic organization
from serving as a member of its board shall be eligible to serve as an
acting director except that no person shall be disqualified to serve as
an acting director by reason of his not being a stockholder, policyholder
or member of such organization, by reason of his not being a resident of
this state or of a contiguous state, or by reason of the number of the
directors or acting directors who are officers, acting officers or
employees of the organization. Any person may serve as an acting director
of a fund who is a director, acting director, officer or acting officer
of an organization which is party to the agreement creating the fund. No
oath of acting directors shall be required.
(Added to NRS by 1971, 1821)
Acting
directors elected pursuant to the provisions of NRS 693B.060 , or appointed pursuant to the provisions of
NRS 693B.110 , shall be entitled to
notice of and to vote at all meetings of an emergency board of directors
equally with directors. Acting directors shall not be entitled to take
part in the deliberations or to vote at any meeting of the board which is
duly convened in accordance with the applicable provisions of its charter
and of law other than this chapter, and at which a quorum is present.
Each acting director shall serve until the director or acting director in
whose place he was elected or appointed attends a meeting of the board or
until a director is duly elected to fill the vacancy in which such acting
director has been serving, whichever event occurs earlier. An acting
director shall be entitled to the compensation, if any, payable to a
director.
(Added to NRS by 1971, 1821)
Acting officers elected pursuant to NRS 693B.060 shall have such powers and duties and
receive such compensation as may from time to time be determined by the
board or emergency board of directors. Each acting officer shall serve
until the officer in whose place he was elected appears and assumes his
duties or until his successor officer or acting officer is elected,
whichever event occurs earlier.
(Added to NRS by 1971, 1821)
If,
at any time during an acute emergency, the number of directors or acting
directors of a domestic organization who are capable of acting is less
than three, the Commissioner may designate additional acting directors in
such number as will bring to three the number of directors and acting
directors who are capable of acting.
(Added to NRS by 1971, 1822)
To resolve
controversy as to the power of any group of persons purporting to act as
an emergency board of directors so to act, the Commissioner may, upon a
determination that such action will tend to promote the safe and sound
and orderly conduct of the business of any domestic organization, issue
orders declaring that any such group shall or shall not have the powers
of an emergency board of directors, or confirming, modifying or vacating
in whole or in part any action taken or purportedly taken by any such
group, or removing any acting director.
(Added to NRS by 1971, 1822)
1. At any time after an attack, upon his determination that such
action will tend to promote certainty as to the powers of organizations
or individuals pursuant to this chapter, or that such action is desirable
to enable organizations to take preparatory precautions prior to the
occurrence of an acute emergency, the Commissioner may declare that any
provision of this chapter which he may specify shall be operative with
respect to any domestic organization or to the Nevada business of any
other organization which he may designate. Upon such declaration such
organization and its directors, officers, acting directors and acting
officers shall have all powers conferred by such provisions of this
chapter. The failure of the Commissioner so to declare shall not be
deemed to limit the powers of any organization or its directors,
officers, acting directors or acting officers where an acute emergency
exists in fact.
2. At any time after the commencement of an acute emergency or
after the Commissioner has declared any provision of this chapter
operative pursuant to subsection 1, upon his determination that an
organization is able, in whole or in part, to carry on its business in
compliance with its charter and the laws other than this chapter, the
Commissioner may declare that any provision of this chapter which he may
specify shall be inoperative with respect to any domestic organization or
to the Nevada business of any other organization which he may designate.
Upon such declaration, such organization shall be governed by its charter
and the provisions of law other than this chapter except insofar as other
provisions of this chapter remain operative.
(Added to NRS by 1971, 1822)
Upon the Commissioner’s determination that,
as a result of an acute emergency, the business and affairs of an
organization cannot otherwise be conducted in a safe and sound manner, he
may forthwith take possession of the business and property of the
organization within this state or, if a domestic organization, its
business and property wherever situated. The provisions of chapter 696B
of NRS (conservation, rehabilitation,
liquidation) shall be applicable in any case in which the Commissioner
takes possession of an organization pursuant to this section as though
the organization were an insurer of which the Commissioner had taken
possession pursuant to chapter 696B of NRS
(conservation, rehabilitation, liquidation), except that no such
provision shall be applicable which the Commissioner has declared
inapplicable pursuant to this section. The Commissioner shall have power
to declare inapplicable any such provision upon his determination that
the same is inappropriate or unnecessary to protect the interests of the
public or the stockholders or creditors of the organization, in view of
the acute emergency and the nature of the organization.
(Added to NRS by 1971, 1823)
1. The powers given the Commissioner by NRS 693B.120 and 693B.140 shall be exercised by him only if there is
no court of competent jurisdiction available to which an application can
be made for an order permitting him to exercise such powers with respect
to a particular organization, but the powers conferred by NRS 693B.140
shall not be exercised in the case of
an organization which is not insolvent within the meaning of NRS 696B.210
, unless the Commissioner finds that
such organization lacks personnel able to manage its business in the
interests of the public, its stockholders and policyholders.
2. The Commissioner may issue general and specific regulations,
directives and orders consistent with and in furtherance of the purposes
of this chapter.
(Added to NRS by 1971, 1823)
1. In any action or proceeding it shall be presumed that an acute
emergency existing within any city or county within the state constitutes
an acute emergency affecting every organization doing business within
such city or county.
2. During an acute emergency:
(a) The board of a domestic organization which has adopted
emergency bylaws, approved by the Commissioner, shall have the powers
conferred by such bylaws and, except as provided in subsection 1 of NRS
693B.130 , shall, to the extent that
such bylaws relate to the subject matter contained in NRS 693B.040 to 693B.100 , inclusive, have no other or different
powers with respect to such subject matter.
(b) The board of a domestic organization which has not adopted
emergency bylaws, approved by the Commissioner, shall have all powers of
an emergency board of directors pursuant to NRS 693B.030 to 693B.100 , inclusive.
(Added to NRS by 1971, 1823)
Nothing in this chapter shall be construed
to limit the powers of any organization, or to permit or require any
organization which is not domiciled in this state, or any branch, office
or agency of such organization, or the directors, officers, policyholders
or stockholders of any such organization to act, or fail to act, in such
a manner as would violate the laws of the jurisdiction wherein such
organization has its domicile.
(Added to NRS by 1971, 1824)
