2005 Nevada Revised Statutes - Chapter 348 — Registration of Public Securities

Title 30 - PUBLIC BORROWING AND OBLIGATIONS

CHAPTER 348 - REGISTRATION OF PUBLICSECURITIES

NRS 348.010 Legislativefindings and declarations.

NRS 348.020 Definitions.

NRS 348.030 Assessmentdefined.

NRS 348.040 Authorizedofficer defined.

NRS 348.050 Authorizinginstrument defined.

NRS 348.060 Certificatedpublic security defined.

NRS 348.070 Facsimileseal defined.

NRS 348.080 Facsimilesignature defined.

NRS 348.090 Financialagreement defined.

NRS 348.100 Financialintermediary defined.

NRS 348.110 Fullregistered form and full registration defined.

NRS 348.120 Governingbody defined.

NRS 348.130 Issuedefined.

NRS 348.140 Issuerdefined.

NRS 348.150 Obligationdefined.

NRS 348.160 Officialactions defined.

NRS 348.170 Officialor official body defined.

NRS 348.180 Originalissuance defined.

NRS 348.190 Persondefined.

NRS 348.200 Publicbody defined.

NRS 348.210 Publicsecurity defined.

NRS 348.220 Statedefined.

NRS 348.230 TaxCode defined.

NRS 348.240 Transferagent defined.

NRS 348.250 Uncertificatedpublic security defined.

NRS 348.260 Substitutionof meanings of terms used in chapter for meanings of corresponding terms insupplemental provisions.

NRS 348.270 Applicability.

NRS 348.280 Construction:Separate grant of powers; supplemental provisions.

NRS 348.290 Construction:Relationship to other law.

NRS 348.300 Limitationon amendment and repeal of chapter.

NRS 348.310 Determinationof governing body.

NRS 348.320 Electionof issuer concerning applicability of chapter.

NRS 348.330 Issuermay issue certificated and uncertificated public securities.

NRS 348.340 Formof securities.

NRS 348.350 Systemof full registration.

NRS 348.360 Powersof issuer; priority of liens.

NRS 348.370 Signatures:Requirements.

NRS 348.380 Signatures:Effect if officer ceases to fill his office; adoption of predecessorssignature.

NRS 348.390 Useof facsimile seal on certificated public security.

NRS 348.400 Noseal required on uncertificated public security.

NRS 348.410 Statementsdescribing registrants rights.

NRS 348.420 Recordsof transferees and pledgees not subject to inspection or copying as publicrecord; maintenance of records of issuer.

NRS 348.430 Appointmentof agents by issuer; agreement for establishment and maintenance of centraldepository system.

NRS 348.440 Paymentof installments for principal, interest and premiums.

NRS 348.450 Acceptanceof deposit of public securities as security.

_________

NRS 348.010 Legislativefindings and declarations.

1. The Legislature finds that:

(a) Public securities have traditionally been issued inbearer form, with attached coupons evidencing the installments of interestbecoming due on fixed maturity dates, rather than in only full registered form.

(b) The Federal Government, by subsection (j) ofsection 103, Tax Code, as amended by subsection (b) of section 310 of the TaxEquity and Fiscal Responsibility Act of 1982 (P.L. 97-248, signed by thePresident on September 3, 1982), provides in effect that, among othersecurities, public securities, subject to minor exceptions stated in thatfederal act, must be in full registered form for the interest on the publicsecurities to be exempt from federal income taxation, but that an obligation ofa public body shall be treated as in full registered form if the right to theprincipal of, any prior redemption premium due in connection with, and statedinterest on that obligation may be transferred only through a book entry consistentwith regulations prescribed by the Secretary of the Treasury, and, as thefederal act was further amended on January 12, 1983, this requirement for theissuance of public securities in full registered form becomes effective on July1, 1983.

(c) The effect of the requirements stated in paragraph(b) will affect the various public bodies and varieties of public securitiesdifferently depending on their legal and financial characteristics, theirmarkets and their adaptability to recent and prospective technological andorganizational developments.

2. It is hereby declared as a matter of legislativedetermination that:

(a) It is a matter of state concern that public bodiesbe provided flexibility in the development of systems for such registration ofpublic securities, including systems of book entry and their incidents, toaccommodate these different effects.

(b) It is the purpose of this chapter to enable theestablishment, maintenance and amendment from time to time of differing systemsof registration of public securities, to accommodate the differing effects uponpublic bodies and varieties of public securities.

(c) To accomplish the purposes stated in this sectionand the issuance of public securities the interest on which is exempt from federalincome taxation, the provisions of this chapter must be broadly and liberallyconstrued.

(Added to NRS by 1983, 602)

NRS 348.020 Definitions. The following terms, as defined in NRS 348.030 to 348.250, inclusive, for all purposes ofthis chapter, other provisions of NRS or special acts relating to publicsecurities and any authorizing instrument or document pertaining thereto,unless the context otherwise requires, have the meanings ascribed to them inthose sections.

(Added to NRS by 1983, 603)

NRS 348.030 Assessmentdefined. Assessment means a special assessmentlevied against an assessable tract of property and capital improvements thereonwhich are specially benefited by the acquisition of capital improvementsfinanced by a public body wholly or in part by the issuance of publicsecurities or otherwise.

(Added to NRS by 1983, 603)

NRS 348.040 Authorizedofficer defined.

1. Authorized officer means, with respect to anycertificated public security, a person whose signature to the certificatedpublic security is required or permitted, or a person whom the authorizedofficer is authorized, either alone or with the concurrence of another orothers, to authorize to affix the signature of the authorized officer to thecertificated public security and who is so authorized in writing by theauthorized officer with any required concurrence.

2. Authorized officer means, with respect to anyuncertificated public security, any person described in this section as anauthorized officer with respect to a certificated public security of the sameclass or series.

(Added to NRS by 1983, 603)

NRS 348.050 Authorizinginstrument defined. Authorizing instrumentmeans the ordinance, resolution, trust indenture, order or other officialaction, or any such instrument amendatory thereof or supplemental thereto, orany applicable combination thereof, by which public securities are authorizedto be issued by a public body.

(Added to NRS by 1983, 603)

NRS 348.060 Certificatedpublic security defined. Certificated publicsecurity means an obligation which:

1. Is issued pursuant to a system of fullregistration;

2. Is represented by an instrument, and istransferable in the manner described in subsection 1 of NRS 348.110; and

3. Is either one of a class or series or by its terms isdivisible into a class or series of obligations.

(Added to NRS by 1983, 603)

NRS 348.070 Facsimileseal defined. Facsimile seal means areproduction by engraving, imprinting, stamping or other means of the seal ofthe issuer, official or official body.

(Added to NRS by 1983, 603)

NRS 348.080 Facsimilesignature defined. Facsimile signaturemeans a reproduction by engraving, imprinting, stamping or other means of themanual signature of an authorized officer.

(Added to NRS by 1983, 604)

NRS 348.090 Financialagreement defined. Financial agreementmeans an agreement respecting the payment of the principal of, any priorredemption premium due in connection with, and the interest on a publicsecurity.

(Added to NRS by 1983, 604)

NRS 348.100 Financialintermediary defined. Financialintermediary means a commercial bank, trust bank, broker or clearingcorporation, or the nominee of any of them, or other person or its nominee,which in the ordinary course of its business maintains accounts relating topublic securities for its customers, when so acting.

(Added to NRS by 1983, 604)

NRS 348.110 Fullregistered form and full registration defined. Fullregistered form or full registration means:

1. With respect to a certificated public securitythat:

(a) The certificated public security specifies a personentitled to the public security or the rights it represents; and

(b) Transfer of the certificated public security may beregistered upon books maintained for that purpose by or on behalf of theissuer.

2. With respect to an uncertificated public security,that transfer of the uncertificated public security is registered upon booksmaintained for that purpose or that the security is represented by:

(a) Evidence of participation in an obligation oflarger denomination which is fully registered; or

(b) An entry in a system of books kept to identifypurchasers of those securities by or on behalf of the issuer.

(Added to NRS by 1983, 604)

NRS 348.120 Governingbody defined. Governing body means theState Legislature, the State Board of Examiners, any state officer orcommission, or other agency or instrumentality of the State authorized to issuepublic securities in its name and on its behalf, the Board of Regents of theUniversity of Nevada, or any city council, city commission, board ofsupervisors, town council, town board, board of county commissioners, board oftrustees of a school district, board of directors or trustees of any other typeof district or authority, or other local legislative or governing body ofanother type of public body.

(Added to NRS by 1983, 604)

NRS 348.130 Issuedefined. Issue means all public securitiesconstituting the same obligation, whether or not each such security is part ofthe same class or series.

(Added to NRS by 1983, 604)

NRS 348.140 Issuerdefined. Issuer means a public body which:

1. Executes a certificated public security to evidenceits duty to perform a financial agreement represented by the certificatedpublic security;

2. Undertakes to perform a financial agreement if theagreement is an uncertificated public security; or

3. Becomes responsible for or in place of a publicbody described as an issuer in this section.

(Added to NRS by 1983, 604)

NRS 348.150 Obligationdefined. Obligation means a financial agreementof an issuer, and includes a share, participation or other interest in such anagreement.

(Added to NRS by 1983, 604)

NRS 348.160 Officialactions defined. Official actions means theactions by statute, order, ordinance, resolution, contract or other authorizedmeans by which the official or official body provides for the issuance of apublic security.

(Added to NRS by 1983, 604)

NRS 348.170 Officialor official body defined. Official orofficial body means the officer or the governing body that is empowered underthe laws of one or more states, including, without limitation, this state, toprovide for the original issuance of a public security of the issuer, bydefining the obligation and its terms, conditions and other incidents, thesuccessor or successors of any such officer or governing body, and such otherperson or group of persons as may be assigned duties of such officer orgoverning body under applicable law from time to time.

(Added to NRS by 1983, 605)

NRS 348.180 Originalissuance defined. Original issuance meansthe first transfer of a public security by an issuer to a purchaser.

(Added to NRS by 1983, 605)

NRS 348.190 Persondefined. Person includes a government, a governmentalagency and a political subdivision of a government.

(Added to NRS by 1983, 605; A 1985, 515)

NRS 348.200 Publicbody defined. Public body means this State,the Nevada System of Higher Education, or a city or town, incorporated orunincorporated, county, school district, other public educational institution,other district, authority or other body corporate and politic comprising apolitical subdivision of the State or acting on behalf thereof.

(Added to NRS by 1983, 605; A 1993, 395; 2005, 364)

NRS 348.210 Publicsecurity defined. Public security means anynote, warrant, interim debenture or bond, including, without limitation, atemporary bond, or other security and comprises either a certificated publicsecurity or an uncertificated public security evidencing a loan and, before, onor after May 12, 1983, is authorized by the State to be incurred by a publicbody.

(Added to NRS by 1983, 605; A 1997, 1610)

NRS 348.220 Statedefined. State means the State of Nevada.

(Added to NRS by 1983, 605)

NRS 348.230 TaxCode defined. Tax Code means the federalInternal Revenue Code of 1954.

(Added to NRS by 1983, 605)

NRS 348.240 Transferagent defined. Transfer agent means thetreasurer or similar official of the issuer, a corporate or other trustee,registrar, paying agent, other corporate agent, or other person acting as anagent, for, among possibly other duties, the transfer and registration ofpublic securities.

(Added to NRS by 1983, 605)

NRS 348.250 Uncertificatedpublic security defined. Uncertificatedpublic security means an obligation which:

1. Is issued pursuant to a system of fullregistration;

2. Is transferable in the manner described insubsection 2 of NRS 348.110; and

3. Is either one of a class or series or by its termsis divisible into a class or series of obligations.

(Added to NRS by 1983, 605)

NRS 348.260 Substitutionof meanings of terms used in chapter for meanings of corresponding terms insupplemental provisions. The meanings of theterms used in this chapter shall be substituted for the meanings ofcorresponding terms used in other provisions of NRS or special acts relating topublic securities when the provisions or principles of those laws supplementthe provisions of this chapter. Otherwise, terms used in this chapter have thesame meaning as corresponding terms used in laws relating to public securities.

(Added to NRS by 1983, 605)

NRS 348.270 Applicability. This chapter applies to public securities issued by anypublic body pursuant to any general or special act or any charter, includingany legislative charter.

(Added to NRS by 1983, 605)

NRS 348.280 Construction:Separate grant of powers; supplemental provisions.

1. This chapter as to matters contained thereinconstitutes an additional and separate grant of powers, and such powers may beexercised without regard to provisions concerning such matters in any otherlaw; but this chapter is not a restriction or limitation on the exercise ofpowers by a public body under any other law or charter.

2. The provisions of the Uniform Commercial Code andthe principles of contract law relative to the transfer of public securitiessupplement the provisions of this chapter. This chapter as so supplemented issupplemental to each law of this state, whether adopted before or after thischapter, empowering or regulating the issuance of public securities.

(Added to NRS by 1983, 609)

NRS 348.290 Construction:Relationship to other law.

1. The powers conferred by this chapter are inaddition and supplemental to, and not in substitution for, and the limitationsimposed by this chapter do not affect the powers conferred by any other law.

2. No part of this chapter repeals or affects anyother law or part thereof, it being intended that this chapter provide aseparate method of accomplishing its objectives, and not an exclusive one.

(Added to NRS by 1983, 610)

NRS 348.300 Limitationon amendment and repeal of chapter. This statehereby covenants that it will not amend or repeal this chapter if the effect isthat interest on public securities may as a result thereof be no longer exemptfrom federal income taxation provided for by the Tax Code.

(Added to NRS by 1983, 609)

NRS 348.310 Determinationof governing body. The determination of thegoverning body authorized or empowered to issue public securities under thischapter and any other provision of NRS or special act must be made in anauthorizing instrument pertaining to those securities.

(Added to NRS by 1983, 609)

NRS 348.320 Electionof issuer concerning applicability of chapter.

1. At the election of an issuer, made at any timeprior to or at original issuance of a public security, this chapter may be madeapplicable. When this chapter applies, it is alternative to any provision oflaw to the contrary, and no such provision to the contrary applies.

2. The official or official body that is empowered toprovide for the original issuance of a public security may make the election ofthe issuer, which must be part of the official actions with respect to suchissuance.

3. An issuer may not rescind such an election afterthe original issuance of a public security pertaining thereto.

(Added to NRS by 1983, 609)

NRS 348.330 Issuermay issue certificated and uncertificated public securities. An issuer may issue either certificated public securitiesor uncertificated public securities, or both certificated public securities anduncertificated public securities, under this chapter notwithstanding anyinconsistent provision (e.g., a provision that the issuer must issue couponbonds) stated in a bond question, election proceedings or other preliminaryproceedings, or any combination thereof, as the case may be, approved, adoptedor otherwise taken before May 12, 1983.

(Added to NRS by 1983, 609)

NRS 348.340 Formof securities. Any such public securities maybe in full registered form or in bearer form, with or without interest coupons,be subject to conditions for transfer, be subject to provisions for conversionas to denomination or to bearer or to registration for payment of principalonly, and to the attachment or reattachment of interest coupons to the publicsecurities, be made registrable or reregistrable or payable or repayable tobearer, or to both, by the treasurer or other authorized officer of the issueror by a transfer agent within or without the State of Nevada, be issued,transferred, and registered by:

1. Evidence of participation in an obligation of largerdenomination which is fully registered; or

2. An entry in a system of books kept to identifypurchasers of the securities,

all as maybe determined by an authorizing instrument pertaining to the public securitiesand adopted or otherwise authorized by the governing body of the issuer.

(Added to NRS by 1983, 606)

NRS 348.350 Systemof full registration.

1. Any system of full registration with respect to anissue of public securities may be:

(a) A system pursuant to which only certificated publicsecurities are issued;

(b) A system pursuant to which only uncertificatedpublic securities are issued; or

(c) A system pursuant to which both certificated publicsecurities and uncertificated public securities are issued.

2. The issuer may discontinue and reinstitute eithersystem, from time to time, if one type of system or the other type is regularlymaintained at all times with respect to the issue.

3. The system may be established, regularlymaintained, amended, discontinued or reinstituted for the issuer by an officialor official body.

4. Any such system must be described in the officialactions which provide for original issuance, and in subsequent official actionsproviding for amendments, supplementation and other matters from time to time.The description may be by reference to a program of the issuer which isestablished by the official or official body.

5. Any such system must define the method or methodsby which transfer of the public securities is effective with respect to theissuer, which method or methods are exclusive, substantial compliance beingessential to a valid transfer, and by which payment of principal, any priorredemption premium and any interest are made. The system may also provide forthe form of any certificated public securities, for differing record andpayment dates, for varying denominations and for accounting, destruction ofcancelled certificates and other incidental matters.

6. Under a system pursuant to which both certificatedpublic securities and uncertificated public securities are issued, both typesof public securities may be regularly issued, or one type may be regularlyissued and the other type issued only under described circumstances or toparticular described categories of transferees. Under a system pursuant towhich uncertificated public securities are regularly issued, provision may bemade for registration of pledges and releases.

7. The system may include covenants of the issuer asto amendments, discontinuances and reinstitutions, and the effect of these onthe exemption of interest from the federal income taxation provided for by theTax Code.

(Added to NRS by 1983, 606)

NRS 348.360 Powersof issuer; priority of liens.

1. An issuer, prior to or at original issuance, mayprovide as a part of a system of full registration:

(a) That the transferor or transferee of the publicsecurities pay all or a designated part of the costs of the system;

(b) That costs be paid out of proceeds of the publicsecurities; or

(c) That both methods be used.

2. The portion of the costs of the system not providedto be paid for by the transferor or the transferee or out of proceeds of thepublic security are otherwise the obligation of the issuer.

3. The issuer may as a part of the system provide forthe reimbursement or for satisfaction of its obligation by payment by others.

4. The issuer may:

(a) Enter into binding agreements with othersrespecting such reimbursement or payment;

(b) Establish fees and charges pursuant to suchagreements or otherwise;

(c) Provide that the amount or estimated amount ofthese fees and charges are an obligation of users, or benefited properties orpersons, or other persons in interest;

(d) Provide for the collection of this amount andreasonable collection costs, upon an assessment or tax roll (whether or not theissuer is authorized to levy assessments or taxes), by billing, or by someother method; and

(e) Provide for enforcement by the establishment of alien for collection on an assessment or tax roll, recordation of a lien,foreclosure and sale, personal action for judgment or other method.

5. Any lien, whether established for collection on anassessment or tax roll or separately by recordation may, if the system soprovides, be on a parity with the liens for assessments and taxes, or if thelien for assessments is subordinate to the lien for taxes, on a parity with thelien for assessments, not subject to extinguishment by foreclosure or saleunder the lien for any assessments and, if the lien of taxes is on a paritywith the lien of assessments, under the lien for any taxes and prior and superiorto all liens of any excise taxes, and all demands, executions, titles, liensand encumbrances, whenever created or otherwise fixed.

(Added to NRS by 1983, 608)

NRS 348.370 Signatures:Requirements. Signatures on any printed certificatedpublic securities, issued in part under this chapter, any other statute orcharter, or any combination thereof, may be manually subscribed or besubscribed by one or more facsimile signatures, but any printed, certificatedpublic security, other than an interest coupon, must bear at least one manualsignature, but it may be that only of an authorized officer of the public bodyor an officer of its transfer agent. The signatures of the officers signing thecertificated public securities must be filed with the Secretary of State incompliance with chapter 351 of NRS.

(Added to NRS by 1983, 607)

NRS 348.380 Signatures:Effect if officer ceases to fill his office; adoption of predecessorssignature.

1. Any certificated public security signed by theauthorized officers at the time of its signing is not invalid and must not bedenied binding effect on the grounds that before its issuance any or all ofthose officers ceased to fill their respective offices.

2. Any authorized officer empowered to sign any suchcertificated public security may adopt as and for his signature the signatureof a predecessor in office if the predecessors signature appears on thecertificated public security.

(Added to NRS by 1983, 607)

NRS 348.390 Useof facsimile seal on certificated public security. Whena seal is required or permitted in the execution of any certificated publicsecurity, the authorized officer may cause a facsimile seal to be placedthereon. The facsimile seal has the same legal effect as the impression of aseal.

(Added to NRS by 1983, 607)

NRS 348.400 Noseal required on uncertificated public security. Nomanual or facsimile seal is required in connection with any uncertificatedpublic security.

(Added to NRS by 1983, 607)

NRS 348.410 Statementsdescribing registrants rights.

1. The issuer shall provide, with respect to itsuncertificated public securities, for the sending of written statements whichprovide a record of certain rights as of the time of issuance of thestatements.

2. These statements must be sent to each personacquiring rights by registration in uncertificated public securities, and thestatements so sent must be signed by an authorized officer or by a person whosesignature is required or permitted to be placed on a certificated publicsecurity of the same class or series.

3. Statements as such, confer no rights on therecipient. A statement is neither a negotiable instrument nor a publicsecurity.

(Added to NRS by 1983, 607)

NRS 348.420 Recordsof transferees and pledgees not subject to inspection or copying as publicrecord; maintenance of records of issuer.

1. Records of the transferees and pledgees of publicsecurities and their addresses are not subject to inspection or copying underany law of this state relating to the inspection or copying of public records.

2. Registration records of the issuer may bemaintained at such locations within or without the State as the issuerdetermines.

(Added to NRS by 1983, 609)

NRS 348.430 Appointmentof agents by issuer; agreement for establishment and maintenance of centraldepository system.

1. An issuer may:

(a) Appoint for such term as may be agreed, includingfor so long as an issue may be outstanding, corporate or other authenticatingtrustees, registrars, paying agents, other transfer agents, or other agents,and specify their rights, compensation and duties;

(b) Limit their liabilities; and

(c) Provide for their payment of liquidated damages inthe event of a breach of certain of the duties imposed, which liquidateddamages may be made payable to a financial intermediary.

2. None of the persons designated above in subsection1 need have an office or do business within this state.

3. An issuer may enter into a binding agreement withcustodian banks and financial intermediaries, and nominees of any of them, inconnection with the establishment and maintenance by others of a central depositorysystem for the transfer or pledge of federal securities, public securities orother securities for the benefit of the issuer.

4. Any such custodian banks, financial intermediariesand nominees may, if qualified and acting as fiduciaries, also serve asauthenticating trustees, registrars, paying agents, other types of transferagents and other agents of the issuer with respect to the same issue of publicsecurities.

(Added to NRS by 1983, 607)

NRS 348.440 Paymentof installments for principal, interest and premiums. Paymentof an installment of principal or interest, or both principal and interest, andany premium for prior redemption due at any designated date may be required byany authorizing instrument pertaining to the issuance of public securities tobe by check, draft or other medium of payment and need not be conditioned uponpresentation of any public security or coupon.

(Added to NRS by 1983, 607)

NRS 348.450 Acceptanceof deposit of public securities as security. Wheneverunder the laws of the State a deposit of public securities is authorized assecurity, public securities otherwise meeting the authorized criteria, whichare issued under a system of full registration which provides for registrationof pledges of such securities, may be deposited and must be accepted assecurity if the pledge is registered.

(Added to NRS by 1983, 609)

 

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