2005 Nevada Revised Statutes - Chapter 81 — Miscellaneous Organizations

CHAPTER 81 - MISCELLANEOUS ORGANIZATIONS

GENERAL PROVISIONS

NRS 81.001 Definitions.

NRS 81.0012 Recorddefined.

NRS 81.0014 Signdefined.

NRS 81.0015 Signaturedefined.

NRS 81.0025 Streetaddress defined.

NRS 81.0027 Formrequired for filing of records.

NRS 81.003 Filingof records written in language other than English.

NRS 81.006 Correctionof inaccurate or defective record filed with Secretary of State.

NONPROFIT COOPERATIVE CORPORATIONS

NRS 81.010 Formation;applicable law; revival of certain expired corporations.

NRS 81.020 Capitalstock; purpose; voting power of members; meetings; dividends; dealing inproducts of nonmembers.

NRS 81.030 Memberships:Certificates; transfer and assignment.

NRS 81.040 Articlesof incorporation: Required provisions.

NRS 81.050 Articlesof incorporation: Optional provisions.

NRS 81.055 Articlesof incorporation: Prohibited names and businesses; certification requiredbefore filing of certain articles or amendments; defaulting corporations.

NRS 81.060 Articlesof incorporation: Filing requirements; acceptable evidence of incorporation.

NRS 81.070 Amendmentof articles of incorporation.

NRS 81.080 Bylaws:Adoption; amendment; effectiveness.

NRS 81.090 Bylaws:Optional provisions.

NRS 81.100 Bylaws:Provisions for unequal property rights.

NRS 81.110 Generalpowers.

NRS 81.120 Marketingcontracts: Powers of corporation; title to property.

NRS 81.130 Consolidationof cooperative corporations: Procedure; powers.

NRS 81.150 Rightof corporation to do business: Quo warranto proceedings.

NRS 81.160 Applicabilityof NRS 81.010 to 81.160, inclusive.

COOPERATIVE ASSOCIATIONS

NRS 81.170 Lawfulbusiness defined; construction of NRS81.170 to 81.270, inclusive.

NRS 81.175 Applicablelaw.

NRS 81.180 Formationof cooperative association: No capital stock; issuance of membershipcertificates.

NRS 81.190 Members:Qualifications, rights, interest and duties.

NRS 81.200 Articlesof association: Filing requirements; required provisions.

NRS 81.205 Articlesof association: Prohibited names and businesses; certification required beforefiling of certain articles or amendments; defaulting associations.

NRS 81.210 Purposeof business may be changed; amendment of articles.

NRS 81.220 Generalpowers.

NRS 81.230 Bylaws:Adoption; amendment; required and optional provisions.

NRS 81.240 Bylaws:Required and optional provisions concerning profits.

NRS 81.250 Recordingand maintaining of bylaws and amendments.

NRS 81.260 Associationsproperty subject to execution; members interest sold upon execution; rights ofpurchaser.

NRS 81.270 Successionto membership: Nomination and transfer on death.

NONPROFIT COOPERATIVE CORPORATIONS WITHOUT STOCK

NRS 81.410 Formation;applicable law.

NRS 81.420 Nocapital stock; not to be carried on for profit.

NRS 81.430 Memberships:Certificates; transfer and assignment.

NRS 81.440 Articlesof incorporation: Required provisions.

NRS 81.445 Articlesof incorporation: Prohibited names and businesses; certification requiredbefore filing of certain articles or amendments; defaulting corporations.

NRS 81.450 Articlesof incorporation: Filing requirements; acceptable evidence of incorporation.

NRS 81.470 Bylaws:Adoption; amendment; effectiveness.

NRS 81.480 Bylaws:Optional provisions.

NRS 81.490 Bylaws:Provisions for unequal voting power.

NRS 81.500 Generalpowers.

NRS 81.505 Restrictionon power of rural electric cooperatives to sell, lease or dispose of assets.

NRS 81.507 Reversionof unclaimed capital credit to electric cooperative under certaincircumstances.

NRS 81.510 Agreementsfor unified action by cooperative corporations.

NRS 81.540 Applicabilityand effect of NRS 81.410 to 81.540, inclusive.

CHARITABLE ORGANIZATIONS

NRS 81.550 Shorttitle.

NRS 81.560 Declarationof policy.

NRS 81.570 Referencesto Internal Revenue Code.

NRS 81.580 Definitions.

NRS 81.600 Directordefined.

NRS 81.605 Governinginstrument defined.

NRS 81.610 Privatefoundation defined.

NRS 81.620 Applicabilityof NRS 81.550 to 81.660, inclusive.

NRS 81.630 Prohibitedacts.

NRS 81.640 Minimumdistributions required.

NRS 81.650 Amendmentof governing instrument: Procedure.

NRS 81.660 Amendmentof governing instrument: Provision for termination of status of private foundation.

_________

GENERAL PROVISIONS

NRS 81.001 Definitions. As used in this chapter, unless the context otherwiserequires, the words and terms defined in NRS81.0012 to 81.0025, inclusive, havethe meanings ascribed to them in those sections.

(Added to NRS by 1999, 1599; A 2003, 3117)

NRS 81.0012 Recorddefined. Record means information that is inscribedon a tangible medium or that is stored in an electronic or other medium and isretrievable in perceivable form.

(Added to NRS by 2003, 3117)

NRS 81.0014 Signdefined. Sign means to affix a signature to arecord.

(Added to NRS by 2003, 3117)

NRS 81.0015 Signaturedefined. Signature means a name, word, symbolor mark executed or otherwise adopted, or a record encrypted or similarly processedin whole or in part, by a person with the present intent to identify himselfand adopt or accept a record. The term includes, without limitation, anelectronic signature as defined in NRS719.100.

(Added to NRS by 1999, 1600; A 2001, 101, 2724; 2003, 3117)

NRS 81.0025 Streetaddress defined. Street address of aresident agent means the actual physical location in this State at which aresident agent is available for service of process.

(Added to NRS by 1999, 1600)

NRS 81.0027 Formrequired for filing of records.

1. Each record filed with the Secretary of Statepursuant to this chapter must be on or accompanied by a form prescribed by theSecretary of State.

2. The Secretary of State may refuse to file a recordwhich does not comply with subsection 1 or which does not contain all of theinformation required by statute for filing the record.

3. If the provisions of the form prescribed by the Secretaryof State conflict with the provisions of any record that is submitted forfiling with the form:

(a) The provisions of the form control for all purposeswith respect to the information that is required by statute to appear in therecord in order for the record to be filed; and

(b) Unless otherwise provided in the record, theprovisions of the record control in every other situation.

4. The Secretary of State may by regulation providefor the electronic filing of records with the Office of the Secretary of State.

(Added to NRS by 2003, 20th SpecialSession, 48)

NRS 81.003 Filingof records written in language other than English. Norecord which is written in a language other than English may be filed orsubmitted for filing in the Office of the Secretary of State pursuant to theprovisions of this chapter unless it is accompanied by a verified translationof that record into the English language.

(Added to NRS by 1995, 1120; A 2003, 3117)

NRS 81.006 Correctionof inaccurate or defective record filed with Secretary of State.

1. A nonprofit cooperativecorporation, a cooperative association, a charitable organization or any otherentity formed under the provisions of this chapter may correct a record filedwith the Secretary of State with respect to the entity if the record containsan 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, withoutlimitation, its filing date;

(3) Specifies the inaccuracy or defect;

(4) Sets forth the inaccurate or defectiveportion of the record in an accurate or corrected form; and

(5) Is signed by an officer of the entity or, ifthe certificate is filed before the first meeting of the board of directors, byan incorporator or director.

(b) Deliver the certificate to the Secretary of Statefor filing.

(c) Pay a filing fee of $25 to the Secretary of State.

3. A certificate of correction is effective on theeffective date of the record it corrects except as to persons relying on theuncorrected record and adversely affected by the correction. As to thosepersons, the certificate is effective when filed.

(Added to NRS by 2003, 20th SpecialSession, 48)

NONPROFIT COOPERATIVE CORPORATIONS

NRS 81.010 Formation;applicable law; revival of certain expired corporations.

1. Nonprofit cooperative corporations may beformed by the voluntary association of any three or more persons in the mannerprescribed in NRS 81.010 to 81.160, inclusive. A majority of thepersons must be residents of this State, and such a corporation has and mayexercise the powers necessarily incident thereto. Except as otherwise providedin subsection 2, the provisions of chapter 78of NRS govern each nonprofit cooperative corporation organized pursuant to NRS 81.010 to 81.160, inclusive. If such a nonprofitcooperative corporation is organized without shares of stock, the members shallbe deemed to be shareholders or stockholders as these terms are used in chapter 78 of NRS.

2. If the term for which a nonprofit cooperativecorporation was to exist has expired but the corporation has continued toperform the activities authorized by its original articles of incorporation orany amendment thereto, revival of its corporate existence does not require theconsent of its members or stockholders. Each required action to accomplish arevival may be taken by a majority of the surviving directors. The revival iseffective as of the date of expiration of the original term.

[1:236:1921; NCL 1575](NRS A 1991, 1246; 1997,709; 2005, 2255, 2625)

NRS 81.020 Capitalstock; purpose; voting power of members; meetings; dividends; dealing inproducts of nonmembers.

1. The corporation may or may not have capital stock,and its business must be operated for the mutual benefit of the membersthereof.

2. No member of the cooperative corporation may havemore than one vote in the management of its affairs. Meetings of theassociation or meetings of the board of directors may be held in or outsidethis State.

3. The corporation shall not pay dividends on stock ormembership certificates in excess of 8 percent per annum.

4. The corporation or association, as it may becalled, may deal in the products of nonmembers, but not to an amount greater invalue than such as are handled by it for members.

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

NRS 81.030 Memberships:Certificates; transfer and assignment.

1. Any person or any number of persons, including andin addition to the original incorporators, may become members of the corporationupon such terms and conditions as to membership, and subject to such rules andregulations as to their, and each of their, contract and other rights andliabilities between it and the member, as the corporation shall prescribe inits bylaws.

2. The corporation shall issue a certificate ofmembership to each member, but the membership or the certificate thereof shallnot, except as provided in NRS 81.010 to81.160, inclusive, be assigned by anymember to any other person, nor shall the assigns thereof be entitled tomembership in the corporation, or to any property rights or interest therein.

3. The board of directors may, however, by motion dulyadopted by it, consent to such assignment or transfer, and to the acceptance ofthe assignee or transferee as a member of the corporation.

4. The corporation shall also have the right, by itsbylaws, to provide for or against the transfer of membership and for or againstthe assignment of membership certificates, and also the terms and conditionsupon which any such transfer or assignment shall be allowed.

[Part 2:236:1921; A 1931, 199; 1931 NCL 1576]

NRS 81.040 Articlesof incorporation: Required provisions. Eachcorporation formed under NRS 81.010 to 81.160, inclusive, must prepare and filearticles 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 residentagent, the street address for the service of process, and the mailing addressif different from the street address.

4. The term for which it is to exist, which may beperpetual.

5. If formed with stock, the amount of its stock andthe number and par value, if any, and the shares into which it is divided, andthe amount of common and of preferred stock that may be issued with thepreferences, privileges, voting rights, restrictions and qualificationspertaining thereto.

6. The names and addresses of those selected to act asdirectors, not less than three, for the first year or until their successorshave been elected and have accepted office.

7. Whether the property rights and interest of eachmember are equal or unequal, and if unequal the articles must set forth ageneral rule applicable to all members by which the property rights andinterests of each member may be determined, but the corporation may admit newmembers who may vote and share in the property of the corporation with the oldmembers, in accordance with the general rule.

8. The name and mailing or street address, eitherresidence or business, of each of the incorporators signing the articles ofincorporation.

[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)

NRS 81.050 Articlesof incorporation: Optional provisions. Inaddition 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 anyprovision consistent with law with respect to:

1. Management, regulation, government, financing,indebtedness, membership, establishing of voting districts, voting powers andelection of delegates for representative purposes.

2. Issuance, retirement and transfer of its stock, ifformed with capital stock.

3. The way or manner in which it shall operate.

4. Its members, officers or directors.

5. Its affairs.

[Part 3:236:1921; A 1933, 264; 1941, 329; 1949, 635;1943 NCL 1577]

NRS 81.055 Articlesof incorporation: Prohibited names and businesses; certification requiredbefore filing of certain articles or amendments; defaulting corporations.

1. The Secretary of State shall not accept for filingany articles of incorporation or any certificate of amendment of articles ofincorporation of any corporation formed under the provisions of NRS 81.010 to 81.160, inclusive, which provides that thename of the corporation contains the words common-interest community,community association, master association, unit-owners association orhomeowners association or if it appears in the articles of incorporation orcertificate of amendment of articles of incorporation that the purpose of thecorporation is to operate as a unit-owners association pursuant to chapter 116 of NRS unless the Administrator ofthe Real Estate Division of the Department of Business and Industry certifiesthat the corporation has:

(a) Registered with the Ombudsman for Owners inCommon-Interest Communities pursuant to NRS116.31158; and

(b) Paid to the Administrator of the Real EstateDivision the fees required pursuant to NRS116.31155.

2. Upon notification from the Administrator of theReal Estate Division of the Department of Business and Industry that acorporation which is a unit-owners association as defined in NRS 116.011 has failed to register pursuantto NRS 116.31158 or failed to pay thefees pursuant to NRS 116.31155, theSecretary of State shall deem the corporation to be in default. If, after thecorporation is deemed to be in default, the Administrator notifies theSecretary of State that the corporation has registered pursuant to NRS 116.31158 and paid the fees pursuantto NRS 116.31155, the Secretary of Stateshall reinstate the corporation if the corporation complies with therequirements for reinstatement as provided in this section and NRS 78.180 and 78.185.

(Added to NRS by 2005, 2253, 2624)

NRS 81.060 Articlesof incorporation: Filing requirements; acceptable evidence of incorporation.

1. The articles of incorporation must be:

(a) Signed by three or more of the original members, amajority of whom must be residents of this State.

(b) Filed, together with a certificate of acceptance ofappointment signed by the resident agent of the corporation, in the Office ofthe Secretary of State in all respects in the same manner as other articles ofincorporation are filed.

2. If a corporation formed under NRS 81.010 to 81.160, inclusive, is authorized to issuestock, there must be paid to the Secretary of State for filing the articles ofincorporation the fee applicable to the amount of authorized stock of thecorporation which the Secretary of State is required by law to collect upon thefiling of articles of incorporation which authorize the issuance of stock.

3. The Secretary of State shall issue to thecorporation over the Great Seal of the State a certificate that a copy of thearticles containing the required statements of facts has been filed in hisoffice.

4. Upon the issuance of the certificate by the Secretaryof State, the persons signing the articles and their associates and successorsare a body politic and corporate. When so filed, the articles of incorporationor 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)

NRS 81.070 Amendmentof articles of incorporation. Any such corporationmay amend its articles of incorporation in any manner not inconsistent with theprovisions of NRS 81.010 to 81.160, inclusive, in the manner providedfor by NRS 78.385 and 78.390.

[6:236:1921; A 1939, 23; 1931 NCL 1580]

NRS 81.080 Bylaws:Adoption; amendment; effectiveness.

1. Each corporation incorporated under NRS 81.010 to 81.160, inclusive, must, within 1 monthafter filing articles of incorporation, adopt a code of bylaws for itsgovernment and management not inconsistent with the provisions of NRS 81.010 to 81.160, inclusive. A majority vote of themembership, or the written assent of members representing a majority of thevotes, is necessary to adopt such bylaws.

2. The power to make additional bylaws and to alterthe bylaws adopted under the provisions of subsection 1 shall be in themembers, but any corporation may, in its articles of incorporation, original oramended, or by resolution adopted by a two-thirds vote, or by written consentof two-thirds of the members, confer that power upon the directors. Bylaws madeby the directors under power so conferred, may be altered by the directors orby the members. The written consent of the owners of two-thirds of the stock orof two-thirds of the members shall suffice to adopt bylaws in addition to thoseadopted under the provisions of subsection 1, and to amend or repeal any bylaw.

3. All bylaws in force must be copied legibly in abook called the Book of Bylaws, kept at all times for inspection in theprincipal office. Until so copied, they shall not be effective or in force.

[Part 4:236:1921; 1933, 264; 1941, 329; 1931 NCL 1578] + [Part 21:88:1903]

NRS 81.090 Bylaws:Optional provisions. Each corporationorganized 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, whichit may have.

2. The manner of removal of any one or more of itsdirectors.

3. The manner of filling any and all vacancies of theboard of directors.

4. The conditions upon which and the time whenmembership of any member in the corporation shall cease; the mode, manner andeffect of expulsion of a member, subject to the right of the corporationthrough its board of directors to have the full right to purchase the fullinterest of any member in the property or other rights of the corporation atthe book value thereof, as determined by the board of directors, whenever it isto the interests of the corporation to do so. Any member whose rights are sopurchased shall cease to be a member. The corporation may, but is not obligatedto, retire or purchase any of its obligations before the date of maturitywritten thereon and held by any retiring member. Any interest which the membermay have had in the corporation not represented by certificates of interest,common stock, preferred stock or other obligations duly issued by thecorporation or amounts due and unpaid for products delivered shall revert tothe corporation as payment for services rendered.

5. The amount of membership fee, if any.

6. The amount which each member shall be required topay annually, or from time to time, if at all, to carry on the business of thecorporation.

7. The compensation, if any, to be paid by each memberfor any services rendered by the corporation to him, and the time of paymentand the manner of collecting the same, and may provide for forfeiture of theinterest of the member in the corporation for nonpayment of the same.

8. The number and qualifications of members of thecorporation.

9. The conditions precedent to membership.

10. The method, time and manner of permitting membersto withdraw.

11. The assignment and transfer of the interests ofmembers, and the manner of determining the value of such interest by thecorporation upon the death, withdrawal or expulsion of a member or upon theforfeiture of his membership, at the option of the corporation.

[Part 4:236:1921; 1933, 264; 1941, 329; 1931 NCL 1578]

NRS 81.100 Bylaws:Provisions for unequal property rights. If thebylaws shall provide for unequal property rights of the several members, theprovisions of NRS 81.010 to 81.160, inclusive, with reference to amajority, a two-thirds, or other vote of the members, shall not apply, and inlieu thereof, there shall be substituted a majority of the votes of theinterests represented by the several members or otherwise as the case may be.

[9:236:1921; NCL 1583](NRS A 1971, 146)

NRS 81.110 Generalpowers. A corporation incorporated pursuant toNRS 81.010 to 81.160, inclusive, may:

1. Appoint such agents and officers as its businessmay require, and the appointed agents may be either persons or corporations.

2. Admit persons and corporations to membership in thecorporation.

3. Expel any member pursuant to the provisions of itsbylaws.

4. Forfeit the membership of any member for violationof any agreement between him and the corporation or for his violation of itsbylaws.

5. Purchase, lease or otherwise acquire, and hold,own, enjoy, sell, lease, mortgage and otherwise encumber and dispose of, realand personal property.

6. Carry on any operation necessary or convenient inconnection with the transactions of any of its business.

[Part 5:236:1921; A 1933, 264; 1941, 329; 1931 NCL 1579](NRS A 1991, 1247)

NRS 81.120 Marketingcontracts: Powers of corporation; title to property.

1. Each corporation shall have the power to enter intoall contracts deemed advisable with members or others requiring them to markettheir products or by-products thereof, to or through the association, by whichcontract 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 thecontract.

2. If members of an association contract to sell tothe association, it shall be conclusively held that title to the products orby-products thereof passes absolutely and unreservedly, except for recordedliens, to the association upon delivery or at any time before if specified inthe contract.

3. If members of an association in their contractsappoint the association as sole agent to sell or otherwise handle theirproducts or by-products thereof, it shall be conclusively held that only theassociation has the right to sell or otherwise dispose of the products orby-products mentioned in the contracts of such members.

4. A contract to sell to an association, or anappointment of an association as sole agent by a member of such association,shall constitute full authority without further title to sell or resell theproducts or by-products thereof mentioned in the contract and to pay over toits members the proceeds of such sale after deducting all necessary sellingexpense, overhead and other costs and expenses, including interest on preferredstock, deductions for retiring such stock, if any, reserves, if any, and dividendsor common stock or certificates of interest, if any, not to exceed 8 percentper annum.

[Part 5:236:1921; A 1933, 264; 1941, 329; 1931 NCL 1579]

NRS 81.130 Consolidationof cooperative corporations: Procedure; powers.

1. Upon written assent of two-thirds of all themembers or by a vote of members representing two-thirds of the total votes ofall members of each of two or more such nonprofit cooperative corporations tocooperate with each other for the more economical carrying on of theirrespective businesses by consolidation, the consolidation may be effected bytwo or more associations entering into an agreement in writing and adopting aname. The agreement must:

(a) Be signed by two-thirds of the members of each suchassociation.

(b) State all the matters necessary to articles ofincorporation.

(c) Be acknowledged by the signers before a personcompetent to take an acknowledgment of deeds in this State.

2. A certified copy of the agreement must be filed inthe Office of the Secretary of State and the same fees for filing andrecording, as required for filing and recording of original articles ofincorporation, must be paid. Upon the filing of the certified copy, the formerassociations comprising the component parts cease to exist, and theconsolidated association:

(a) Succeeds to all the rights, duties and powers ofthe component associations.

(b) Is possessed of all the rights, duties and powersprescribed in the agreement of consolidated associations not inconsistent with NRS 81.010 to 81.160, inclusive.

(c) Is subject to all the liabilities and obligationsof 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 byits board of directors, may:

(a) Enter into contracts and agreements.

(b) Make stipulations and arrangements with any othercorporation or corporations for the cooperative and more economical carrying onof its business, or any part or parts thereof.

4. Any two or more cooperative corporations organizedunder NRS 81.010 to 81.160, inclusive, upon resolutions adoptedby their respective boards of directors, may, for the purpose of moreeconomically carrying out their respective businesses, by agreement, unite inadopting, employing and using, or several such corporations may separatelyadopt, employ and use, the same methods, policy, means, agents, agencies andterms of marketing for carrying on and conducting their respective businesses.

[Part 5:236:1921; A 1933, 264; 1941, 329; 1931 NCL 1579](NRS A 1991, 1248)

NRS 81.150 Rightof corporation to do business: Quo warranto proceedings. The right of a corporation, claiming to be organized andincorporated and carrying on its business under NRS 81.010 to 81.160, inclusive, to do and to continueits business, may be inquired into by quo warranto proceedings at the suit ofthe attorney general, but not otherwise.

[7:236:1921; NCL 1581]

NRS 81.160 Applicabilityof NRS81.010 to 81.160, inclusive. The provisionsof NRS 81.010 to 81.160, inclusive, are not applicable torailroads, telegraph, telephone, banking, insurance, building and loan, or anyother corporation, unless the special provisions of NRS 81.010 to 81.160, inclusive, applicable thereto arecomplied with.

[8:236:1921; NCL 1582]

COOPERATIVE ASSOCIATIONS

NRS 81.170 Lawfulbusiness defined; construction of NRS 81.170 to 81.270,inclusive.

1. NRS 81.170to 81.270, inclusive, being passed topromote association for mutual welfare, the words lawful business extend toevery kind of lawful effort for business, education, industrial, benevolent,social or political purposes, whether conducted for profit or not.

2. NRS 81.170to 81.270, inclusive, must not bestrictly construed, but their provisions must at all times be liberally construedwith a view to effect their object and to promote their purposes.

[12:60:1901; RL 1260; NCL 1595](NRS A 1991,1248; 2005, 2255,2626)

NRS 81.175 Applicablelaw.

1. Except as otherwise provided in subsection 2, theprovisions of chapter 82 of NRS govern acooperative association organized pursuant to NRS81.170 to 81.270, inclusive, exceptto the extent that the provisions of chapter 82of NRS are inconsistent with NRS 81.170to 81.270, inclusive.

2. NRS 82.081and 82.136 do not apply to a cooperativeassociation organized pursuant to NRS 81.170to 81.270, inclusive.

(Added to NRS by 1991, 1245)

NRS 81.180 Formationof cooperative association: No capital stock; issuance of membership certificates.

1. It shall be lawful for five or more persons to forma cooperative association for the purpose of transacting any lawful business.

2. Such associations shall not have or issue anycapital stock but shall issue membership certificates to each member thereof,and such membership certificates cannot be assigned so that the transfereethereof can by such transfer become a member of the association, except by theresolution of the board of directors of the association; but, by the resolutionof consent of the board of directors, such certificates may be transferred sothat the transferee may become a member in lieu of the last former holderthereof.

[1:60:1901; RL 1249; NCL 1584]

NRS 81.190 Members:Qualifications, rights, interest and duties.

1. All persons above the age of 18 years, regardlessof sex, shall be eligible to membership, if otherwise qualified and elected asthe bylaws may provide, but minors cannot be empowered to make contracts forthe association.

2. The rights and interest of all members in theassociation shall be equal, and no member can have or acquire a greaterinterest therein than any other member.

3. At every election held pursuant to the bylaws, eachmember shall be entitled to cast one vote and no more.

4. No member shall be responsible individually, orpersonally liable, for any of the debts or liabilities of the association inexcess of his proportion of the indebtedness authorized to be incurred by theassociation in the bylaws, but in case of the failure and insolvency of theassociation he may be required to pay any unpaid dues or installments which,pursuant to the bylaws, have become due from such member to the associationbefore such insolvency.

[Part 2:60:1901; RL 1250; NCL 1585]

NRS 81.200 Articlesof association: Filing requirements; required provisions.

1. Each association formed under NRS 81.170 to 81.270, inclusive, shall prepare articlesof 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 residentagent, the street address for service of process, and the mailing address ifdifferent from the street address.

(d) The term for which it is to exist, which may beperpetual.

(e) The names and addresses, either residence orbusiness, of the directors selected for the first year.

(f) The amount which each member is to pay uponadmission as a fee for membership, and that each member signing the articleshas actually paid the fee.

(g) That the interest and right of each member thereinis 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 theoriginal associates or members.

3. The articles so signed must be filed, together witha certificate of acceptance of appointment signed by the resident agent for theassociation, in the Office of the Secretary of State. From the time of thefiling in the Office of the Secretary of State, the association may exerciseall the powers for which it was formed.

[3:60:1901; A 1941, 326; 1931 NCL 1586](NRS A1965, 603; 1985, 32; 1991, 1249; 1993, 988; 1995, 2104; 1999, 1600; 2003, 3118; 2003, 20th SpecialSession, 49; 2005,2255, 2626)

NRS 81.205 Articlesof association: Prohibited names and businesses; certification required beforefiling of certain articles or amendments; defaulting associations.

1. The Secretary of State shall not accept for filingany articles of association or any certificate of amendment of articles ofassociation of any association formed under the provisions of NRS 81.170 to 81.270, inclusive, which provides that thename of the association contains the words common-interest community, communityassociation, master association, unit-owners association or homeownersassociation or if it appears in the articles of association or certificate ofamendment of articles of association that the purpose of the association is tooperate as a unit-owners association pursuant to chapter116 of NRS unless the Administrator of the Real Estate Division of theDepartment of Business and Industry certifies that the association has:

(a) Registered with the Ombudsman for Owners inCommon-Interest Communities pursuant to NRS116.31158; and

(b) Paid to the Administrator of the Real EstateDivision the fees required pursuant to NRS116.31155.

2. Upon notification from the Administrator of theReal Estate Division of the Department of Business and Industry that anassociation which is a unit-owners association as defined in NRS 116.011 has failed to register pursuantto NRS 116.31158 or failed to pay thefees pursuant to NRS 116.31155, theSecretary of State shall deem the association to be in default. If, after theassociation is deemed to be in default, the Administrator notifies theSecretary of State that the association has registered pursuant to NRS 116.31158 and paid the fees pursuantto NRS 116.31155, the Secretary of Stateshall reinstate the association if the association complies with therequirements for reinstatement as provided in this section and NRS 78.180 and 78.185 and pays the fees required pursuantto NRS 82.193.

(Added to NRS by 2005, 2254, 2624)

NRS 81.210 Purposeof business may be changed; amendment of articles.

1. The purpose of the business may be altered,changed, modified, enlarged or diminished, or the articles of associationamended, by a vote of two-thirds of all the members at a special election to becalled for such purpose. Notice of the special election must be given in thesame manner as the bylaws provide for the election of directors.

2. Upon amendment of the articles of association, acopy of the articles as amended must be filed with the Secretary of State.

[7:60:1901; RL 1255; NCL 1590](NRS A 1965, 604;1993, 988)

NRS 81.220 Generalpowers. 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 atpleasure, but the use or nonuse of such a seal does not affect the legality ofany record.

3. Receive by gift, devise or purchase, hold andconvey, real and personal property as the purposes of the association mayrequire.

4. Appoint such subordinate agents or officers as thebusiness may require.

5. Admit associates or members, and sell or forfeittheir interest in the association for default of installments, dues, work orlabor required, as provided by the bylaws.

6. Enter into any and all lawful contracts orobligations essential to the transaction of its affairs, for the purpose forwhich it was formed.

7. Borrow money.

8. Issue all such notes, bills or evidence ofindebtedness 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 thepurpose of carrying into effect the objects for which the association isformed.

[9:60:1901; RL 1257; NCL 1592](NRS A 1971, 1106;1991, 1249; 2003,3119)

NRS 81.230 Bylaws:Adoption; amendment; required and optional provisions.

1. Every association formed under NRS 81.170 to 81.270, inclusive, must, within 40 daysafter it so becomes an association, adopt a code of bylaws for the governmentand management of the association, not inconsistent with NRS 81.170 to 81.270, inclusive. A majority of all theassociates is necessary to the adoption of bylaws, and the bylaws must bewritten in a book and signed by the members adopting them.

2. The bylaws cannot be amended or modified except bythe vote of a majority of all the members after notice of the proposedamendment is given as the bylaws may provide.

3. The bylaws must provide for the amount of theindebtedness which the association may incur.

4. The association may, by its code of bylaws, providefor:

(a) The time, place and manner of calling andconducting its meetings.

(b) The number of directors, the time of theirelection, their term of office, the mode and manner of their removal, the modeand manner of filling vacancies in the board caused by death, resignation,removal or otherwise, and the power and authority of directors, and how manythereof are necessary to the exercise of the powers of the directors or of anyofficer.

(c) The number of the officers, if any, other than thedirectors, and their term of office, the mode of removal, and the method offilling a vacancy.

(d) The mode and manner of conducting business.

(e) The mode and manner of conducting elections, andmay provide for voting by ballots forwarded by mail or otherwise, but themethod 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 whenmembership 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 arbitrationconsisting of three persons, one selected by the board of directors, one by theexpelled or refused member, and a third by the other two, appraise his interestin 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, orperformed 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 amembers interest for nonpayment or nonperformance.

(h) The method, time and manner of permitting thewithdrawal 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 deliveredto the member.

(i) The mode and manner of ascertaining the interest ofa member at his death, if his legal representatives or none of them desire tosucceed to the membership, and whether the value of his interest must be paidto his legal representatives in money, property or labor, and within what timeit must be paid, delivered or performed, but a withdrawing member or the legalrepresentative of a deceased member has the right to a board of arbitration thesame as is provided for expelled or refused members.

(j) Such other things as may be proper to carry out thepurpose for which the association was formed.

[Part 2:60:1901; RL 1250; NCL 1585] + [4:60:1901;A 1941, 326; 1931 NCL 1587](NRS A 1991, 1250; 2003, 3119)

NRS 81.240 Bylaws:Required and optional provisions concerning profits.

1. The bylaws shall provide for the time and manner inwhich profits shall be divided between the members, and what proportion of theprofits, if any, shall be added to the common property or funds of theassociation.

2. The bylaws may provide that the directors maysuspend or pass the payment of any such profit or installment of earnings attheir discretion.

[8:60:1901; RL 1256; NCL 1591]

NRS 81.250 Recordingand maintaining of bylaws and amendments. Thebylaws and all amendments must be recorded in a book and kept in the office ofthe association.

[5:60:1901; A 1941, 326; 1931 NCL 1588](NRS A1991, 1251)

NRS 81.260 Associationsproperty subject to execution; members interest sold upon execution; rights ofpurchaser.

1. The property of the association shall be subject tojudgment and execution for the lawful debts of the association.

2. The interest of a member in the association, ifsold upon execution, or any judicial or governmental order whatever, cannotauthorize the purchaser to have any right, except to succeed, as a member inthe association, with the consent of the directors, to the rights of the memberwhose interest is thus sold. If the directors shall choose to pay or settle thematter, as provided in case of refused members, after such sale, they mayeither cancel the membership, and add the interest thus sold to the assets orcommon property of the association, or reissue the share or right to a newmember upon proper payment therefor, as the directors may determine.

[6:60:1901; RL 1254; NCL 1589]

NRS 81.270 Successionto membership: Nomination and transfer on death.

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

2. Upon proof of the members death being made,according to the bylaws and to the satisfaction of the associations board of directors,the secretary shall transfer the deceased members membership and interests inthe cooperative association to the person or persons so nominated, with theconsent of the board of directors, without letters of administration.

3. If the board of directors do not consent to thenominees becoming a member, then the association shall, within 90 days afterproof, pay the nominee the amount which the deceased member has paid on themembership, 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

NRS 81.410 Formation;applicable law.

1. Nonprofit cooperative corporations may be formed bythe voluntary association of any three or more persons in the manner prescribedin NRS 81.410 to 81.540, inclusive.

2. Except as otherwise provided in subsection 3, theprovisions of chapter 82 of NRS govern anonprofit cooperative corporation organized pursuant to NRS 81.410 to 81.540, inclusive, except to the extentthat the provisions of chapter 82 of NRS areinconsistent with NRS 81.410 to 81.540, inclusive.

3. NRS 82.081and 82.136 do not apply to a nonprofitcooperative corporation organized pursuant to NRS81.410 to 81.540, inclusive.

[1:395:1955](NRS A 1969, 95; 1991, 1251; 2005, 1024, 2256, 2626)

NRS 81.420 Nocapital stock; not to be carried on for profit. Thecorporation shall not have a capital stock, and its business shall not becarried on for profit.

[Part 2:395:1955]

NRS 81.430 Memberships:Certificates; transfer and assignment.

1. Any person or any number of persons, including andin addition to the original incorporators, may become members of thecorporation upon such terms and conditions as to membership, and subject tosuch rules and regulations as to their, and each of their, contract and otherrights and liabilities between it and the member, as the corporation shallprescribe in its bylaws.

2. The corporation shall issue a certificate ofmembership to each member, but the membership or the certificate thereof shallnot, except as provided in NRS 81.410 to81.540, inclusive, be assigned by anymember to any other person, nor shall the assigns thereof be entitled tomembership in the corporation, or to any property rights or interest therein.

3. The board of directors may, however, by motion dulyadopted by it, consent to such assignment or transfer, and to the acceptance ofthe assignee or transferee as a member of the corporation.

4. The corporation shall also have the right, by itsbylaws, to provide for or against the transfer of membership and for or againstthe assignment of membership certificates, and also the terms and conditionsupon which any such transfer or assignment shall be allowed.

[Part 2:395:1955]

NRS 81.440 Articlesof incorporation: Required provisions. Eachcorporation formed under NRS 81.410 to 81.540, inclusive, shall prepare and filearticles 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 residentagent, the street address for service of process, and the mailing address ifdifferent 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 notless than three and which may be any number in excess thereof, and the namesand residences of those selected for the first year and until their successorshave been elected and have accepted office.

6. Whether the voting power and the property rightsand interest of each member are equal or unequal, and if unequal the articlesmust set forth a general rule applicable to all members by which the votingpower 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 theproperty of the corporation with the old members, in accordance with thegeneral rule.

7. The name and mailing or street address, eitherresidence or business, of each of the incorporators signing the articles ofincorporation.

[Part 3:395:1955](NRS A 1985, 34; 1991, 1252; 1993,989; 1995, 2104; 2003,3120)

NRS 81.445 Articlesof incorporation: Prohibited names and businesses; certification requiredbefore filing of certain articles or amendments; defaulting corporations.

1. The Secretary of State shall not accept for filingany articles of incorporation or any certificate of amendment of articles ofincorporation of any corporation formed under the provisions of NRS 81.410 to 81.540, inclusive, which provides that thename of the corporation contains the words common-interest community,community association, master association, unit-owners association orhomeowners association or if it appears in the articles of incorporation orcertificate of amendment of articles of incorporation that the purpose of thecorporation is to operate as a unit-owners association pursuant to chapter 116 of NRS unless the Administrator ofthe Real Estate Division of the Department of Business and Industry certifiesthat the corporation has:

(a) Registered with the Ombudsman for Owners inCommon-Interest Communities pursuant to NRS116.31158; and

(b) Paid to the Administrator of the Real EstateDivision the fees required pursuant to NRS116.31155.

2. Upon notification from the Administrator of the RealEstate Division of the Department of Business and Industry that a corporationwhich is a unit-owners association as defined in NRS 116.011 has failed to register pursuantto NRS 116.31158 or failed to pay thefees pursuant to NRS 116.31155, theSecretary of State shall deem the corporation to be in default. If, after thecorporation is deemed to be in default, the Administrator notifies theSecretary of State that the corporation has registered pursuant to NRS 116.31158 and paid the fees pursuantto NRS 116.31155, the Secretary ofState shall reinstate the corporation if the corporation complies with therequirements for reinstatement as provided in this section and NRS 78.180 and 78.185 and pays the fees required pursuantto NRS 82.193.

(Added to NRS by 2005, 2254, 2625)

NRS 81.450 Articlesof incorporation: Filing requirements; acceptable evidence of incorporation.

1. The articles of incorporation must be:

(a) Signed by three or more of the original members, amajority of whom must be residents of this State.

(b) Filed, together with a certificate of acceptance ofappointment signed by the resident agent for the corporation, in the Office ofthe Secretary of State in all respects in the same manner as other articles ofincorporation are filed.

2. The Secretary of State shall issue to thecorporation over the Great Seal of the State a certificate that a copy of thearticles containing the required statements of facts has been filed in hisoffice.

3. Upon the issuance of the certificate by theSecretary of State the persons signing the articles and their associates andsuccessors are a body politic and corporate. When so filed, the articles ofincorporation or certified copies thereof must be received in all the courts ofthis State, and other places, as prima facie evidence of the facts containedtherein.

[Part 3:395:1955](NRS A 1965, 604; 1991, 1252; 1993,989; 1999, 1601; 2003, 3121)

NRS 81.470 Bylaws:Adoption; amendment; effectiveness.

1. Each corporation incorporated under NRS 81.410 to 81.540, inclusive, must, within 1 monthafter filing articles of incorporation, adopt a code of bylaws for itsgovernment and management not inconsistent with the provisions of NRS 81.410 to 81.540, inclusive. A majority vote of themembers, 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 alterthe bylaws adopted under the provisions of subsection 1 shall be in themembers, but any corporation may, in its articles of incorporation, original oramended, or by resolution adopted by a majority vote, or by written consent ofa majority of the members, confer that power upon the directors. Bylaws made bythe directors under power so conferred, may be altered by the directors or bythe members. The written consent of a majority of the members suffices to adoptbylaws in addition to those adopted under the provisions of subsection 1, andto amend or repeal any bylaw.

3. All bylaws in force must be copied legibly in abook called the Book of Bylaws, kept at all times for inspection in theprincipal office. Until so copied, they shall not be effective or in force.

[Part 4:395:1955](NRS A 1977, 656)

NRS 81.480 Bylaws:Optional provisions. Each corporationorganized 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 itsdirectors.

2. The manner of filling any and all vacancies of theboard of directors.

3. The conditions upon which and the time whenmembership of any member in the corporation shall cease; the mode, manner andeffect of expulsion of a member, subject to the right of the expelled member tohave the board of directors equitably appraise his property interests in thecorporation and to fix the amount thereof in money, and to have the money paidto him within 60 days after such expulsion.

4. The amount of membership fee, if any.

5. The amount which each member shall be required topay annually, or from time to time, if at all, to carry on the business of thecorporation.

6. The compensation, if any, to be paid by each memberfor any services rendered by the corporation to him, and the time of paymentand the manner of collecting the same, and may provide for forfeiture of theinterest of the member in the corporation for nonpayment of the same.

7. The number and qualifications of members of thecorporation.

8. The conditions precedent to membership.

9. The method, time and manner of permitting membersto withdraw.

10. The assignment and transfer of the interest ofmembers, and the manner of determining the value of such interest and providingfor the purchase of such interest by the corporation upon the death, withdrawalor expulsion of a member or upon the forfeiture of his membership, at theoption of the corporation.

[Part 4:395:1955]

NRS 81.490 Bylaws:Provisions for unequal voting power. If thebylaws shall provide for unequal voting power, or unequal property rights ofthe several members, or both, the provisions of NRS 81.410 to 81.540, inclusive, with reference to amajority, a two-thirds or other vote of the members, shall not apply, and, inlieu thereof, there shall be substituted a majority of the votes of theinterests represented by the several members or otherwise as the case may be.

[9:395:1955]

NRS 81.500 Generalpowers.

1. Each corporation incorporated under NRS 81.410 to 81.540, inclusive, has the powers grantedby the provisions of other laws of Nevada relating to private corporationswhich 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 businessmay require, and such appointed agents may be either natural persons orcorporations.

(b) To admit natural persons and corporations tomembership in the corporation.

(c) To expel any member pursuant to the provisions ofits bylaws.

(d) To forfeit the membership of any member forviolation of any agreement between him and the corporation or for his violationof its bylaws.

(e) To purchase, lease, or otherwise acquire, hold, ownand enjoy, sell, lease, mortgage and otherwise encumber and dispose of any andall and every kind of real and personal property, except as otherwise providedin NRS 81.505.

(f) To carry on any and all operations necessary orconvenient in connection with the transaction of any of its business.

[Part 5:395:1955](NRS A 1987, 770)

NRS 81.505 Restrictionon power of rural electric cooperatives to sell, lease or dispose of assets.

1. A rural electric cooperative formed or consolidatedpursuant to NRS 81.410 to 81.540, inclusive, may sell, lease orotherwise dispose of all or a substantial portion of its assets only if thesale, lease or disposition is:

(a) Authorized by the affirmative vote of not less thanthree-fourths of the directors of the cooperative; and

(b) Assented to by two-thirds of the members of thecooperative:

(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 ofits assets means any portion of the assets of a cooperative representing 25percent or more of the total book value of all of its assets.

(Added to NRS by 1987, 770; A 1989, 528; 1991, 1252)

NRS 81.507 Reversionof unclaimed capital credit to electric cooperative under certaincircumstances.

1. Any capital credit distributed to a member by anelectric cooperative formed under NRS 81.410to 81.540, inclusive, which remainsunclaimed for 1 year after the date authorized for distribution reverts to thecooperative and is not subject to the provisions of chapter 120A of NRS if:

(a) Not more than 6 months after the date the capitalcredit was authorized for distribution, the cooperative gives notice to themember that the capital credit is available; and

(b) The member fails to respond to such notice within30 days after his receipt of the notification.

2. The notice pursuant to subsection 1 must be sent bymail to the member at his last known address, as it appears in the records ofthe cooperative.

3. As used in this section, capital credit meansmoney which is credited to the capital account of a member of a cooperativeafter deducting the members pro rata share of the operating costs of thecooperative from the amount paid by the member for electric service.

(Added to NRS by 2005, 1023)

NRS 81.510 Agreementsfor unified action by cooperative corporations. Anytwo or more cooperative corporations organized under NRS 81.410 to 81.540, inclusive, upon resolutions adoptedby their respective boards of directors, may, for the purpose of moreeconomically carrying out their respective businesses, by agreement, unite inadopting, employing and using, or several such corporations may separatelyadopt, employ and use, the same methods, policy, means, agents, agencies andterms of marketing for carrying on and conducting their respective businesses.

[Part 5:395:1955](NRS A 1965, 605; 1989, 528; 1991,1253)

NRS 81.540 Applicabilityand effect of NRS81.410 to 81.540, inclusive.

1. The provisions of NRS81.410 to 81.540, inclusive, are notapplicable to railroads, telegraph, telephone, banking, insurance, building andloan, or any other corporation, unless the special provisions of NRS 81.410 to 81.540, inclusive, applicable thereto arecomplied with.

2. NRS 81.410to 81.540, inclusive, do not amend orrepeal any of the provisions of NRS 81.010to 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 Shorttitle. NRS81.550 to 81.660, inclusive, may becited as the Charitable Organization Act.

(Added to NRS by 1971, 631; A 1991, 1254)

NRS 81.560 Declarationof policy. The Legislature hereby declaresthat the policy of the State is to maximize the funds available for charitablepurposes by minimizing, to the greatest extent practicable, the imposition offederal income and excise taxes upon assets otherwise available for charitablepurposes.

(Added to NRS by 1971, 631)

NRS 81.570 Referencesto Internal Revenue Code. As used in NRS 81.550 to 81.660, inclusive, unless otherwiseindicated, section references are to the Internal Revenue Code of 1954 andinclude future amendments to those sections and corresponding provisions offuture internal revenue laws.

(Added to NRS by 1971, 631; A 1991, 1254)

NRS 81.580 Definitions. As used in NRS 81.550to 81.660, inclusive, unless the contextotherwise requires, the words and terms defined in NRS 81.600, 81.605 and 81.610, have the meanings ascribed to themin those sections.

(Added to NRS by 1971, 631; A 1991, 1254)

NRS 81.600 Directordefined. Director means a director, trustee,person or persons constituting the controlling board of a charitableorganization.

(Added to NRS by 1971, 631)

NRS 81.605 Governinginstrument defined. Governing instrumentmeans the articles or certificate of incorporation or association or otherwritten instrument by which a private foundation is created, but does notinclude its bylaws.

(Added to NRS by 1991, 1246)

NRS 81.610 Privatefoundation defined. Private foundation isany nonprofit corporation, association, foundation, or other charitable entityformed pursuant to the laws of the State of Nevada which is a privatefoundation as defined in Section 509(a).

(Added to NRS by 1971, 631; A 1991, 1254)

NRS 81.620 Applicabilityof NRS81.550 to 81.660, inclusive. The provisionsof NRS 81.550 to 81.660, inclusive, apply to any privatefoundation whether it was created before or is created on or after October 1,1991, if it is subject to the sections of the Internal Revenue Code set out in NRS 81.550 to 81.660, inclusive.

(Added to NRS by 1971, 631; A 1991, 1254)

NRS 81.630 Prohibitedacts. In the administration of any private foundationthat is subject to the provisions of the Internal Revenue Code of 1954, unlessotherwise provided in the governing instrument, the following acts areprohibited:

1. Engaging in any act of self-dealing (as definedin Section 4941(d)) which would give rise to any liability for the tax imposedby Section 4941(a).

2. Retaining any excess business holdings (asdefined in Section 4943(c)) which would give rise to any liability for the taximposed by Section 4943(a).

3. Making any investments which would jeopardize thecarrying out of any of the exempt purposes of the organization within themeaning of Section 4944, so as to give rise to any liability for the taximposed by Section 4944(a).

4. Making any taxable expenditures (as defined in Section4945(d)) which would give rise to any liability for the tax imposed by Section4945(a).

(Added to NRS by 1971, 631; A 1991, 1254)

NRS 81.640 Minimumdistributions required. Unless otherwiseprovided in the governing instrument, in the administration of any privatefoundation, there must be distributed for the purposes specified in thegoverning instrument, for each taxable year, amounts at least sufficient toavoid liability for the tax imposed by Section 4942(a).

(Added to NRS by 1971, 632; A 1991, 1255)

NRS 81.650 Amendmentof governing instrument: Procedure.

1. The board of directors or trustees of any privatefoundation which is a corporation organized under and governed by Nevada lawmay, by a majority vote of its directors or trustees, amend its governinginstrument at any regular or special meeting of the board of directors ortrustees, without a vote of the stockholders or members of the privatefoundation, if any, in order to avoid the penalties and liabilities describedin Sections 4941(a), 4942(a), 4943(a), 4944(a) and 4945(a) or to comply withthe provisions of Section 508(e).

2. Such an amendment must not be made until the boardof directors or trustees has notified the members or stockholders, if any, atleast 30 days before the meeting at which the governing instrument is to beamended.

3. If the private foundation is a corporationorganized under and governed by Nevada law, after any such amendment has beenapproved by the directors or trustees, a copy of the amended governinginstrument must be filed with the Secretary of State.

(Added to NRS by 1971, 632; A 1983, 696; 1985, 1877;1991, 1255; 2001,1382, 3199)

NRS 81.660 Amendmentof governing instrument: Provision for termination of status of privatefoundation. In addition to amending thegoverning instrument of the private foundation in accordance with NRS 81.650, the amendment may include aprovision for the private foundation to conform with the requirements fortermination of status as a private foundation as provided in Section 507, inorder to avoid the tax provided in Section 507(c).

(Added to NRS by 1971, 632; A 1991, 1255)

 

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