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Nevada Revised Statutes Chapter 81 -- Miscellaneous Organizations (Nonprofit Cooperative Corporations, Associations & Charitable Organizations)

[These are as revised through the 1995 bi-annual legislative session. Any revisions by the 1997 session, except for emergency measures, will become effective 1/98. -- staff]
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GENERAL PROVISIONS
81.003 Filing of documents written in language other than English.

NONPROFIT COOPERATIVE CORPORATIONS
81.010 Formation; applicable law.
81.020 Capital stock; purpose; voting power of members; meetings; dividends; dealing in products of nonmembers.
81.030 Memberships: Certificates; transfer and assignment.
81.040 Articles of incorporation: Preparation; mandatory contents.
81.050 Articles of incorporation: Permissible provisions.
81.060 Articles of incorporation: Acknowledgment; filing and fees; evidence.
81.070 Amendment of articles of incorporation.
81.080 Bylaws: Adoption; amendment; effectiveness.
81.090 Bylaws: Permissible provisions.
81.100 Bylaws: Provisions for unequal property rights.
81.110 General powers.
81.120 Marketing contracts: Powers of corporation; title to property
81.130 Consolidation of cooperative corporations: Procedure; powers.
81.150 Right of corporation to do business: Quo warranto proceedings
. 81.160 Applicability of NRS 81.010 to 81.160, inclusive.

COOPERATIVE ASSOCIATIONS
81.170 "Lawful business" defined; construction of NRS 81.170 to
81.270, inclusive.
81.175 Applicable law.
81.180 Formation of cooperative association: No capital stock; issuance of membership certificates.
81.190 Members: Qualifications, rights, interest and duties.
81.200 Articles of association: Preparation and contents; acknowledgment; filing.
81.210 Purpose of business may be changed; amendment of articles.
81.220 General powers.
81.230 Bylaws: Adoption; amendment; mandatory and permissible provisions.
81.240 Bylaws: Mandatory and permissible provisions concerning profits.
81.250 Recording and maintaining of bylaws and amendments.
81.260 Association's property subject to execution; member's interest sold upon execution; rights of purchaser.
81.270 Succession to membership: Nomination and transfer on death.

NONPROFIT COOPERATIVE CORPORATIONS WITHOUT STOCK
81.410 Formation; applicable law.
81.420 No capital stock; not to be carried on for profit.
81.430 Memberships: Certificates; transfer and assignment.
81.440 Articles of incorporation: Preparation and contents.
81.450 Articles of incorporation: Acknowledgment; filing; evidence.
81.460 Articles of incorporation: Amendment.
81.470 Bylaws: Adoption; amendment; effectiveness.
81.480 Bylaws: Permissible provisions.
81.490 Bylaws: Provisions for unequal voting power.
81.500 General powers.
81.505 Restriction on power of rural electric cooperatives to sell, lease or dispose of assets.
81.510 Agreements for unified action by cooperative corporations.
81.540 Applicability and effect of NRS 81.410 to 81.540, inclusive.

CHARITABLE ORGANIZATIONS
81.550 Short title.
81.560 Declaration of policy.
81.570 References to Internal Revenue Code.
81.580 Definitions.
81.600 "Director" defined.
81.605 "Governing instrument" defined.
81.610 "Private foundation" defined.
81.620 Applicability of NRS 81.550 to 81.660, inclusive.
81.630 Prohibited acts.
81.640 Minimum distributions required.
81.650 Amendment of governing instrument: Procedure.
81.660 Amendment of governing instrument: Provision for termination of status of private foundation.
_____________

GENERAL PROVISIONS

81.003 Filing of documents written in language other than English. No document which is written in a language other than English may be filed or submitted for filing in the office of the secretary of state pursuant to the provisions of this chapter unless it is accompanied by a verified translation of that document into the English language. (Added to NRS by 1995, 1120)

NONPROFIT COOPERATIVE CORPORATIONS

81.010 Formation; applicable law. Nonprofit cooperative corporations may be formed by the voluntary association of any three or more persons in the manner prescribed in NRS 81.010 to 81.160, inclusive. A majority of the persons must be residents of this state, and such a corporation has and may exercise the powers necessarily incident thereto. The provisions of chapter 78 of NRS govern each nonprofit cooperative corporation organized pursuant to NRS 81.010 to 81.160, inclusive. If such a nonprofit cooperative corporation is organized without shares of stock, the members shall be deemed to be "shareholders" or "stockholders" as these terms are used in chapter 78 of NRS. [1:236:1921; NCL 1575]--(NRS A 1991, 1246)

ATTORNEY GENERAL'S OPINIONS.
Foreign nonprofit electric cooperatives must comply. Foreign nonprofit electric cooperative must comply with statute defining qualifications of foreign corporations doing business in Nevada. AGO 436 (3- 26-1947)

Amendment to become nonprofit corporation requires consent of all shareholders. Corporation organized under general corporation laws cannot amend articles so as to change to nonprofit corporation without consent of all shareholders. AGO 43 (4-14-1955)

81.020 Capital stock; purpose; voting power of members; meetings; dividends; dealing in products of nonmembers. 1. The corporation may or may not have capital stock, and its business must be operated for the mutual benefit of the members thereof. 2. No member of the cooperative corporation may have more than one vote in the management of its affairs. Meetings of the association or meetings of the board of directors may be held in or outside this state. 3. The corporation shall not pay dividends on stock or membership certificates in excess of 8 percent per annum. 4. The corporation or association, as it may be called, may deal in the products of nonmembers, but not to an amount greater in value than such as are handled by it for members. [Part 2:236:1921; A 1931, 199; 1931 NCL 1576]--(NRS A 1993, 987)

81.030 Memberships: Certificates; transfer and assignment.
1. Any person or any number of persons, including and in addition to the original incorporators, may become members of the corporation upon such terms and conditions as to membership, and subject to such rules and regulations as to their, and each of their, contract and other rights and liabilities between it and the member, as the corporation shall prescribe in its bylaws.
2. The corporation shall issue a certificate of membership to each member, but the membership or the certificate thereof shall not, except as provided in NRS 81.010 to 81.160, inclusive, be assigned by any member to any other person, nor shall the assigns thereof be entitled to membership in the corporation, or to any property rights or interest therein.
3. The board of directors may, however, by motion duly adopted by it, consent to such assignment or transfer, and to the acceptance of the assignee or transferee as a member of the corporation.
4. The corporation shall also have the right, by its bylaws, to provide for or against the transfer of membership and for or against the assignment of membership certificates, and also the terms and conditions upon which any such transfer or assignment shall be allowed. [Part 2:236:1921; A 1931, 199; 1931 NCL 1576]

81.040 Articles of incorporation: Preparation; mandatory contents. Each corporation formed under NRS 81.010 to 81.160, inclusive, must prepare and file articles 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 resident agent, the street address for the service of process, and the mailing address if different from the street address.
4. The term for which it is to exist, which may be perpetual.
5. If formed with stock, the amount of its stock and the number and par value, if any, and the shares into which it is divided, and the amount of common and of preferred stock that may be issued with the preferences, privileges, voting rights, restrictions and qualifications pertaining thereto.
6. The names and addresses of those selected to act as directors, not less than three, for the first year or until their successors have been elected and have accepted office.
7. Whether the property rights and interest of each member are equal or unequal, and if unequal the articles must set forth a general rule applicable to all members by which the property rights and interests of each member may be determined, but the corporation may admit new members who may vote and share in the property of the corporation with the old members, in accordance with the general rule.
8. The name and post office box or street address, either residence or business, of each of the incorporators executing the articles of incorporation. [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)

ATTORNEY GENERAL'S OPINIONS.
Consistent provisions of general incorporation laws applicable. This type of association, corporation or club is subject to those provisions of general incorporation laws (see NRS ch. 78) not inconsistent with statute under which it is being formed. AGO 29 (3-29-1955)

81.050 Articles of incorporation: Permissible provisions. In addition 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 any provision consistent with law with respect to:
1. Management, regulation, government, financing, indebtedness, membership, establishing of voting districts, voting powers and election of delegates for representative purposes.
2. Issuance, retirement and transfer of its stock, if formed 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]

81.060 Articles of incorporation: Acknowledgment; filing and fees; evidence.
1. The articles of incorporation must be:
(a) Subscribed by three or more of the original members, a majority of whom must be residents of this state.
(b) Acknowledged by each before a person authorized to take and certify acknowledgments of conveyances of real property.
(c) Filed, together with a certificate of acceptance of appointment executed by the resident agent of the corporation, in the office of the secretary of state in all respects in the same manner as other articles of incorporation are filed.
2. If a corporation formed under NRS 81.010 to 81.160, inclusive, is authorized to issue stock there must be paid to the secretary of state for filing the articles of incorporation the fee applicable to the amount of authorized stock of the corporation which the secretary of state is required by law to collect upon the filing of articles of incorporation which authorize the issuance of stock.
3. The secretary of state shall issue to the corporation over the great seal of the state a certificate that a copy of the articles containing the required statements of facts has been filed in his office.
4. Upon the issuance of the certificate by the secretary of state, the persons signing the articles and their associates and successors are a body politic and corporate. When so filed, the articles of incorporation or 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)

81.070 Amendment of articles of incorporation. Any such corporation may amend its articles of incorporation in any manner not inconsistent with the provisions of NRS 81.010 to 81.160, inclusive, in the manner provided for by NRS 78.385 and 78.390. [6:236:1921; A 1939, 23; 1931 NCL 1580]

81.080 Bylaws: Adoption; amendment; effectiveness.
1. Each corporation incorporated under NRS 81.010 to 81.160, inclusive, must, within 1 month after filing articles of incorporation, adopt a code of bylaws for its government and management not inconsistent with the provisions of NRS 81.010 to 81.160, inclusive. A majority vote of the membership, 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 alter the bylaws adopted under the provisions of subsection 1 shall be in the members, but any corporation may, in its articles of incorporation, original or amended, or by resolution adopted by a two-thirds vote, or by written consent of two-thirds of the members, confer that power upon the directors. Bylaws made by the directors under power so conferred, may be altered by the directors or by the members. The written consent of the owners of two-thirds of the stock or of two- thirds of the members shall suffice to adopt bylaws in addition to those adopted under the provisions of subsection 1, and to amend or repeal any bylaw.
3. All bylaws in force must be copied legibly in a book called the Book of Bylaws, kept at all times for inspection in the principal 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]

REVISER'S NOTE.
The original section of which the revised section is a part was enacted in 1921. The third sentence of the original section read, "The provisions of section one thousand one hundred twenty-five of the Revised Laws of 1912, which are not inconsistent with the provisions of this act, shall apply to the by-laws of the corporation provided for in this act." The original section was amended in 1933 and in 1941, both amendments containing the sentence quoted. RL 1125 (a part of the general corporation act of 1903) was expressly repealed in 1935. See Stats. 1935, p. 146. Yet in 1941 the legislature retained the reference to the repealed section. The reviser felt that the section survived for the purposes of the instant section and incorporated its language, in revised form, in NRS 81.080. Another argument for survival is that the general corporation act of 1925 (NRS ch. 78) with respect to bylaws only states "Subject to the bylaws, if any, adopted by the stockholders, the directors may make the bylaws of the corporation."

81.090 Bylaws: Permissible provisions. Each corporation organized 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, which it may have.
2. The manner of removal of any one or more of its directors.
3. The manner of filling any and all vacancies of the board of directors.
4. The conditions upon which and the time when membership of any member in the corporation shall cease; the mode, manner and effect of expulsion of a member, subject to the right of the corporation through its board of directors to have the full right to purchase the full interest of any member in the property or other rights of the corporation at the book value thereof, as determined by the board of directors, whenever it is to the interests of the corporation to do so. Any member whose rights are so purchased shall cease to be a member. The corporation may, but is not obligated to, retire or purchase any of its obligations before the date of maturity written thereon and held by any retiring member. Any interest which the member may have had in the corporation not represented by certificates of interest, common stock, preferred stock or other obligations duly issued by the corporation or amounts due and unpaid for products delivered shall revert to the corporation as payment for services rendered.
5. The amount of membership fee, if any.
6. The amount which each member shall be required to pay annually, or from time to time, if at all, to carry on the business of the corporation.
7. The compensation, if any, to be paid by each member for any services rendered by the corporation to him, and the time of payment and the manner of collecting the same, and may provide for forfeiture of the interest of the member in the corporation for nonpayment of the same.
8. The number and qualifications of members of the corporation.
9. The conditions precedent to membership.
10. The method, time and manner of permitting members to withdraw.
11. The assignment and transfer of the interests of members, and the manner of determining the value of such interest by the corporation upon the death, withdrawal or expulsion of a member or upon the forfeiture of his membership, at the option of the corporation. [Part 4:236:1921; 1933, 264; 1941, 329; 1931 NCL 1578]

81.100 Bylaws: Provisions for unequal property rights. If the bylaws shall provide for unequal property rights of the several members, the provisions of NRS 81.010 to 81.160, inclusive, with reference to a majority, a two-thirds, or other vote of the members, shall not apply, and in lieu thereof, there shall be substituted a majority of the votes of the interests represented by the several members or otherwise as the case may be. [9:236:1921; NCL 1583]--(NRS A 1971, 146)

81.110 General powers. A corporation incorporated pursuant to NRS 81.010 to 81.160, inclusive, may:
1. Appoint such agents and officers as its business may require, and the appointed agents may be either persons or corporations.
2. Admit persons and corporations to membership in the corporation.
3. Expel any member pursuant to the provisions of its bylaws.
4. Forfeit the membership of any member for violation of any agreement between him and the corporation or for his violation of its bylaws.
5. Purchase, lease or otherwise acquire, and hold, own, enjoy, sell, lease, mortgage and otherwise encumber and dispose of, real and personal property.
6. Carry on any operation necessary or convenient in connection with the transactions of any of its business. [Part 5:236:1921; A 1933, 264; 1941, 329; 1931 NCL 1579]--(NRS A 1991, 1247)

81.120 Marketing contracts: Powers of corporation; title to property. 1. Each corporation shall have the power to enter into all contracts deemed advisable with members or others requiring them to market their products or by- products thereof, to or through the association, by which contract 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 the contract. 2. If members of an association contract to sell to the association, it shall be conclusively held that title to the products or by-products thereof passes absolutely and unreservedly, except for recorded liens, to the association upon delivery or at any time before if specified in the contract.
3. If members of an association in their contracts appoint the association as sole agent to sell or otherwise handle their products or by-products thereof, it shall be conclusively held that only the association has the right to sell or otherwise dispose of the products or by-products mentioned in the contracts of such members.
4. A contract to sell to an association, or an appointment of an association as sole agent by a member of such association, shall constitute full authority without further title to sell or resell the products or by-products thereof mentioned in the contract and to pay over to its members the proceeds of such sale after deducting all necessary selling expense, overhead and other costs and expenses, including interest on preferred stock, deductions for retiring such stock, if any, reserves, if any, and dividends or common stock or certificates of interest, if any, not to exceed 8 percent per annum. [Part 5:236:1921; A 1933, 264; 1941, 329; 1931 NCL 1579]

REVISER'S NOTE.
Part of paragraph 2 of the original section has become NRS 81.120. "To enter into all contracts deemed advisable with members of others" has been replaced with "To enter into all contracts deemed advisable with members or others." Punctuation in the last sentence of original paragraph 2 was changed to avoid language difficulty.

81.130 Consolidation of cooperative corporations: Procedure; powers.
1. Upon written assent of two-thirds of all the members or by a vote of members representing two- thirds of the total votes of all members of each of two or more such nonprofit cooperative corporations to cooperate with each other for the more economical carrying on of their respective businesses by consolidation, the consolidation may be effected by two or more associations entering into an agreement in writing and adopting a name. The agreement must:
(a) Be signed by two-thirds of the members of each such association.
(b) State all the matters necessary to articles of incorporation.
(c) Be acknowledged by the signers before a person competent to take an acknowledgment of deeds in this state.
2. A certified copy of the agreement must be filed in the office of the secretary of state and the same fees for filing and recording, as required for filing and recording of original articles of incorporation, must be paid. Upon the filing of the certified copy, the former associations comprising the component parts cease to exist, and the consolidated association:
(a) Succeeds to all the rights, duties and powers of the component associations.
(b) Is possessed of all the rights, duties and powers prescribed in the agreement of consolidated associations not inconsistent with NRS 81.010 to 81.160, inclusive.
(c) Is subject to all the liabilities and obligations of 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 by its board of directors, may:
(a) Enter into contracts and agreements.
(b) Make stipulations and arrangements with any other corporation or corporations for the cooperative and more economical carrying on of its business, or any part or parts thereof.
4. Any two or more cooperative corporations organized under NRS 81.010 to 81.160, inclusive, upon resolutions adopted by their respective boards of directors, may, for the purpose of more economically carrying out their respective businesses, by agreement, unite in adopting, employing and using, or several such corporations may separately adopt, employ and use, the same methods, policy, means, agents, agencies and terms 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)

REVISER'S NOTE.
In paragraph (c) of subsection 2 of the revised section "component" replaces the original "competent," which was clearly a printer's error. Attention is also invited to the provisions of subsections 2 and 4 of the revised section. Throughout the original section the word "title" is used. The reviser feels that the original act was "lifted" from the code of another state without careful editing. "Title" was replaced with "NRS 81.010 to 81.160, inclusive."

81.150 Right of corporation to do business: Quo warranto proceedings. The right of a corporation, claiming to be organized and incorporated and carrying on its business under NRS 81.010 to 81.160, inclusive, to do and to continue its business, may be inquired into by quo warranto proceedings at the suit of the attorney general, but not otherwise. [7:236:1921; NCL 1581]

NRS CROSS REFERENCES.
Quo warranto proceedings, NRS 35.010- 35.030.

ATTORNEY GENERAL'S OPINIONS.
Nonprofit electric cooperative not public utility under circumstances. Nonprofit electric cooperative which serves only its members, and is completely consumer-owned with each consumer limited to one membership, is not public utility and is without jurisdiction of public service commission. AGO 436 (3-26-1947)

81.160 Applicability of NRS 81.010 to 81.160, inclusive. The provisions of NRS 81.010 to 81.160, inclusive, are not applicable to railroads, telegraph, telephone, banking, insurance, building and loan, or any other corporation, unless the special provisions of NRS 81.010 to 81.160, inclusive, applicable thereto are complied with. [8:236:1921; NCL 1582]

ATTORNEY GENERAL'S OPINIONS.
Foreign nonprofit electric cooperatives must comply. Foreign nonprofit electric cooperative must comply with statute defining qualifications of foreign corporations doing business in Nevada. AGO 436 (3- 26-1947)

Nonprofit electric cooperative not public utility under circumstances. Nonprofit electric cooperative which serves only its members, and is completely consumer-owned with each consumer limited to one membership, is not a public utility and is without jurisdiction of public service commission. AGO 436 (3-26- 1947)

COOPERATIVE ASSOCIATIONS

81.170 "Lawful business" defined; construction of NRS 81.170 to 81.270, inclusive.
1. NRS 81.170 to 81.270, inclusive, being passed to promote association for mutual welfare, the words "lawful business" extend to every kind of lawful effort for business, education, industrial, benevolent, social or political purposes, whether conducted for profit or not.
2. NRS 81.170 to 81.270, inclusive, must not be strictly construed, but their provisions must at all times be liberally construed with a view to effect their object and to promote their purposes. [12:60:1901; RL 1260; NCL 1595]--(NRS A 1991, 1248)

81.175 Applicable law.
1. Except as otherwise provided in subsection 2, the provisions of chapter 82 of NRS govern a cooperative association organized pursuant to NRS 81.170 to 81.270, inclusive, except to the extent that the provisions of chapter 82 of NRS are inconsistent with NRS 81.170 to 81.270, inclusive.
2. NRS 82.081 and 82.136 do not apply to a cooperative association organized pursuant to NRS 81.170 to 81.270, inclusive. (Added to NRS by 1991, 1245)

81.180 Formation of cooperative association: No capital stock; issuance of membership certificates.
1. It shall be lawful for five or more persons to form a cooperative association for the purpose of transacting any lawful business.
2. Such associations shall not have or issue any capital stock but shall issue membership certificates to each member thereof, and such membership certificates cannot be assigned so that the transferee thereof can by such transfer become a member of the association, except by the resolution of the board of directors of the association; but, by the resolution of consent of the board of directors, such certificates may be transferred so that the transferee may become a member in lieu of the last former holder thereof. [1:60:1901; RL 1249; NCL 1584]

81.190 Members: Qualifications, rights, interest and duties.
1. All persons above the age of 18 years, regardless of sex, shall be eligible to membership, if otherwise qualified and elected as the bylaws may provide, but minors cannot be empowered to make contracts for the association.
2. The rights and interest of all members in the association shall be equal, and no member can have or acquire a greater interest therein than any other member.
3. At every election held pursuant to the bylaws, each member shall be entitled to cast one vote and no more.
4. No member shall be responsible individually, or personally liable, for any of the debts or liabilities of the association in excess of his proportion of the indebtedness authorized to be incurred by the association in the bylaws, but in case of the failure and insolvency of the association he may be required to pay any unpaid dues or installments which, pursuant to the bylaws, have become due from such member to the association before such insolvency. [Part 2:60:1901; RL 1250; NCL 1585]

81.200 Articles of association: Preparation and contents; acknowledgment; filing.
1. Every association formed under NRS 81.170 to 81.270, inclusive, shall prepare articles of 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 resident agent, the street address for service of process, and the mailing address if different from the street address.
(d) The term for which it is to exist, which may be perpetual.
(e) The number of the directors thereof, and the names and residences of those selected for the first year.
(f) The amount which each member is to pay upon admission as a fee for membership, and that each member signing the articles has actually paid the fee.
(g) That the interest and right of each member therein is to be equal.
(h) The name and post office box or street address, either residence or business, of each of the persons executing the articles of association.
2. The articles of association must be subscribed by the original associates or members, and acknowledged by each before some person competent to take an acknowledgment of a deed in this state.
3. The articles so subscribed and acknowledged must be filed, together with a certificate of acceptance of appointment executed by the resident agent for the association, in the office of the secretary of state, who shall furnish a certified copy thereof. From the time of the filing in the office of the secretary of state, the association may exercise all the powers for which it was formed. [3:60:1901; A 1941, 326; 1931 NCL 1586]--(NRS A 1965, 603; 1985, 32; 1991, 1249; 1993, 988; 1995, 2104)

ATTORNEY GENERAL'S OPINIONS.
Consistent provisions of general incorporation laws applicable. This type of association, corporation or club is subject to those provisions of general incorporation laws (see NRS ch. 78) not inconsistent with statute under which it is being formed. AGO 29 (3-29-1955)

81.210 Purpose of 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 association amended, by a vote of two- thirds of all the members at a special election to be called for such purpose. Notice of the special election must be given in the same manner as the bylaws provide for the election of directors.
2. Upon amendment of the articles of association, a copy 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)

81.220 General powers. 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 at pleasure, but the use or nonuse of such a seal does not affect the legality of any document.
3. Receive by gift, devise or purchase, hold and convey, real and personal property as the purposes of the association may require. 4. Appoint such subordinate agents or officers as the business may require.
5. Admit associates or members, and sell or forfeit their interest in the association for default of installments, dues, work or labor required, as provided by the bylaws.
6. Enter into any and all lawful contracts or obligations essential to the transaction of its affairs, for the purpose for which it was formed.
7. Borrow money.
8. Issue all such notes, bills or evidence of indebtedness 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 the purpose of carrying into effect the objects for which the association is formed. [9:60:1901; RL 1257; NCL 1592]--(NRS A 1971, 1106; 1991, 1249)

81.230 Bylaws: Adoption; amendment; mandatory and permissible provisions.
1. Every association formed under NRS 81.170 to 81.270, inclusive, must, within 40 days after it so becomes an association, adopt a code of bylaws for the government and management of the association, not inconsistent with NRS 81.170 to 81.270, inclusive. A majority of all the associates is necessary to the adoption of bylaws, and the bylaws must be written in a book, and subscribed by the members adopting them.
2. The bylaws cannot be amended or modified except by the vote of a majority of all the members after notice of the proposed amendment is given as the bylaws may provide.
3. The bylaws must provide for the amount of the indebtedness which the association may incur.
4. The association may, by its code of bylaws, provide for:
(a) The time, place and manner of calling and conducting its meetings.
(b) The number of directors, the time of their election, their term of office, the mode and manner of their removal, the mode and manner of filling vacancies in the board caused by death, resignation, removal or otherwise, and the power and authority of directors, and how many thereof are necessary to the exercise of the powers of the directors or of any officer.
(c) The number of the officers, if any, other than the directors, and their term of office, the mode of removal, and the method of filling a vacancy.
(d) The mode and manner of conducting business.
(e) The mode and manner of conducting elections, and may provide for voting by ballots forwarded by mail or otherwise; but the method 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 when membership 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 arbitration consisting of three persons, one selected by the board of directors, one by the expelled or refused member, and a third by the other two, appraise his interest in 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, or performed within 40 days after expulsion or refusal.
(g) The amount of any membership fee, and the dues, installments or labor which each member shall be required to pay or perform, if any, and the manner of collection or enforcement, and for forfeiture or sale of a member's interest for nonpayment or nonperformance.
(h) The method, time and manner of permitting the withdrawal 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 delivered to the member.
(i) The mode and manner of ascertaining the interest of a member at his death, if his legal representatives or none of them desire to succeed to the membership, and whether the value of his interest must be paid to his legal representatives in money, property or labor, and within what time it must be paid, delivered or performed; but a withdrawing member or the legal representative of a deceased member has the right to a board of arbitration the same as is provided for expelled or refused members.
(j) Such other things as may be proper to carry out the purpose 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)

REVISER'S NOTE.
In paragraph (f) of subsection 4 of the revised section "directors" replaced "director." In paragraph (g) of subsection 4 of the revised section "forfeiture or sale" replaced "forfeiting and selling."

81.240 Bylaws: Mandatory and permissible provisions concerning profits.
1. The bylaws shall provide for the time and manner in which profits shall be divided between the members, and what proportion of the profits, if any, shall be added to the common property or funds of the association.
2. The bylaws may provide that the directors may suspend or pass the payment of any such profit or installment of earnings at their discretion. [8:60:1901; RL 1256; NCL 1591]

81.250 Recording and maintaining of bylaws and amendments. The bylaws and all amendments must be recorded in a book and kept in the office of the association. [5:60:1901; A 1941, 326; 1931 NCL 1588]--(NRS A 1991, 1251)

81.260 Association's property subject to execution; member's interest sold upon execution; rights of purchaser.
1. The property of the association shall be subject to judgment and execution for the lawful debts of the association.
2. The interest of a member in the association, if sold upon execution, or any judicial or governmental order whatever, cannot authorize the purchaser to have any right, except to succeed, as a member in the association, with the consent of the directors, to the rights of the member whose interest is thus sold. If the directors shall choose to pay or settle the matter, as provided in case of refused members, after such sale, they may either cancel the membership, and add the interest thus sold to the assets or common property of the association, or reissue the share or right to a new member upon proper payment therefor, as the directors may determine. [6:60:1901; RL 1254; NCL 1589]

81.270 Succession to 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 any association incorporated under NRS 81.170 to 81.270, inclusive, of which he is a member, the person whom he desires to succeed to his membership and interests in the association upon his death.
2. Upon proof of the member's death being made, according to the bylaws and to the satisfaction of the association's board of directors, the secretary shall transfer the deceased member's membership and interests in the cooperative association to the person or persons so nominated, with the consent of the board of directors, without letters of administration.
3. If the board of directors do not consent to the nominee's becoming a member, then the association shall, within 90 days after proof, pay the nominee the amount which the deceased member has paid on the membership, 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

81.410 Formation; applicable law.
1. Nonprofit cooperative corporations may be formed by the voluntary association of any three or more persons in the manner prescribed in NRS 81.410 to 81.540, inclusive.
2. Except as otherwise provided in subsection 3, the provisions of chapter 82 of NRS govern a nonprofit cooperative corporation organized pursuant to NRS 81.410 to 81.540, inclusive, except to the extent that the provisions of chapter 82 of NRS are inconsistent with NRS 81.410 to 81.540, inclusive.
3. NRS 82.081 and 82.136 do not apply to a nonprofit cooperative corporation organized pursuant to NRS 81.410 to 81.540, inclusive. [1:395:1955]--(NRS A 1969, 95; 1991, 1251)

ATTORNEY GENERAL'S OPINIONS.
Corporations must file new articles to become for profit. Nonstock, nonprofit, cooperative corporation organized under NRS 81.410- 81.540 does not have power either through its bylaws or through general powers granted to corporations to change nature of entity to profit corporation by amendment, but must instead file new articles of incorporation as profit corporation under NRS ch. 78. AGO 134 (5-5-1964)

81.420 No capital stock; not to be carried on for profit. The corporation shall not have a capital stock, and its business shall not be carried on for profit. [Part 2:395:1955]

81.430 Memberships: Certificates; transfer and assignment.
1. Any person or any number of persons, including and in addition to the original incorporators, may become members of the corporation upon such terms and conditions as to membership, and subject to such rules and regulations as to their, and each of their, contract and other rights and liabilities between it and the member, as the corporation shall prescribe in its bylaws.
2. The corporation shall issue a certificate of membership to each member, but the membership or the certificate thereof shall not, except as provided in NRS 81.410 to 81.540, inclusive, be assigned by any member to any other person, nor shall the assigns thereof be entitled to membership in the corporation, or to any property rights or interest therein.
3. The board of directors may, however, by motion duly adopted by it, consent to such assignment or transfer, and to the acceptance of the assignee or transferee as a member of the corporation.
4. The corporation shall also have the right, by its bylaws, to provide for or against the transfer of membership and for or against the assignment of membership certificates, and also the terms and conditions upon which any such transfer or assignment shall be allowed. [Part 2:395:1955]

81.440 Articles of incorporation: Preparation and contents. Each corporation formed under NRS 81.410 to 81.540, inclusive, shall prepare and file articles 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 resident agent, the street address for service of process, and the mailing address if different 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 not less than three and which may be any number in excess thereof, and the names and residences of those selected for the first year and until their successors have been elected and have accepted office.
6. Whether the voting power and the property rights and interest of each member are equal or unequal, and if unequal the articles must set forth a general rule applicable to all members by which the voting power 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 the property of the corporation with the old members, in accordance with the general rule.
7. The name and post office box or street address, either residence or business, of each of the incorporators executing the articles of incorporation. [Part 3:395:1955]--(NRS A 1985, 34; 1991, 1252; 1993, 989; 1995, 2104)

ATTORNEY GENERAL'S OPINIONS.
Consistent provisions of general incorporation laws applicable. This type of association, corporation or club is subject to those provisions of general incorporation laws (see NRS ch. 78) not inconsistent with statute under which it is being formed. AGO 29 (3-29-1955)

81.450 Articles of incorporation: Acknowledgment; filing; evidence.
1. The articles of incorporation must be:
(a) Subscribed by three or more of the original members, a majority of whom must be residents of this state.
(b) Acknowledged by each before a person authorized to take and certify acknowledgments of conveyances of real property.
(c) Filed, together with a certificate of acceptance of appointment executed by the resident agent for the corporation, in the office of the secretary of state in all respects in the same manner as other articles of incorporation are filed.
2. The secretary of state shall issue to the corporation over the great seal of the state a certificate that a copy of the articles containing the required statements of facts has been filed in his office.
3. Upon the issuance of the certificate by the secretary of state the persons signing the articles and their associates and successors are a body politic and corporate. When so filed, the articles of incorporation or 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 3:395:1955]--(NRS A 1965, 604; 1991, 1252; 1993, 989)

81.460 Articles of incorporation: Amendment. Any such corporation may amend its articles of incorporation in any manner not inconsistent with the provisions of NRS 81.410 to 81.540, inclusive, in the manner provided for by NRS 78.385 and 78.390. [6:395:1955]

81.470 Bylaws: Adoption; amendment; effectiveness.
1. Each corporation incorporated under NRS 81.410 to 81.540, inclusive, must, within 1 month after filing articles of incorporation, adopt a code of bylaws for its government and management not inconsistent with the provisions of NRS 81.410 to 81.540, inclusive. A majority vote of the members, 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 alter the bylaws adopted under the provisions of subsection 1 shall be in the members, but any corporation may, in its articles of incorporation, original or amended, or by resolution adopted by a majority vote, or by written consent of a majority of the members, confer that power upon the directors. Bylaws made by the directors under power so conferred, may be altered by the directors or by the members. The written consent of a majority of the members suffices to adopt bylaws in addition to those adopted under the provisions of subsection 1, and to amend or repeal any bylaw.
3. All bylaws in force must be copied legibly in a book called the Book of Bylaws, kept at all times for inspection in the principal office. Until so copied, they shall not be effective or in force. [Part 4:395:1955]--(NRS A 1977, 656)

81.480 Bylaws: Permissible provisions. Each corporation organized 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 its directors.
2. The manner of filling any and all vacancies of the board of directors.
3. The conditions upon which and the time when membership of any member in the corporation shall cease; the mode, manner and effect of expulsion of a member, subject to the right of the expelled member to have the board of directors equitably appraise his property interests in the corporation and to fix the amount thereof in money, and to have the money paid to him within 60 days after such expulsion.
4. The amount of membership fee, if any.
5. The amount which each member shall be required to pay annually, or from time to time, if at all, to carry on the business of the corporation.
6. The compensation, if any, to be paid by each member for any services rendered by the corporation to him, and the time of payment and the manner of collecting the same, and may provide for forfeiture of the interest of the member in the corporation for nonpayment of the same.
7. The number and qualifications of members of the corporation.
8. The conditions precedent to membership.
9. The method, time and manner of permitting members to withdraw.
10. The assignment and transfer of the interest of members, and the manner of determining the value of such interest and providing for the purchase of such interest by the corporation upon the death, withdrawal or expulsion of a member or upon the forfeiture of his membership, at the option of the corporation. [Part 4:395:1955]

81.490 Bylaws: Provisions for unequal voting power. If the bylaws shall provide for unequal voting power, or unequal property rights of the several members, or both, the provisions of NRS 81.410 to 81.540, inclusive, with reference to a majority, a two-thirds or other vote of the members, shall not apply, and, in lieu thereof, there shall be substituted a majority of the votes of the interests represented by the several members or otherwise as the case may be. [9:395:1955]

81.500 General powers.
1. Each corporation incorporated under NRS 81.410 to 81.540, inclusive, has the powers granted by the provisions of other laws of Nevada relating to private corporations which 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 business may require, and such appointed agents may be either natural persons or corporations.
(b) To admit natural persons and corporations to membership in the corporation.
(c) To expel any member pursuant to the provisions of its bylaws.
(d) To forfeit the membership of any member for violation of any agreement between him and the corporation or for his violation of its bylaws.
(e) To purchase, lease, or otherwise acquire, hold, own and enjoy, sell, lease, mortgage and otherwise encumber and dispose of any and all and every kind of real and personal property, except as otherwise provided in NRS 81.505.
(f) To carry on any and all operations necessary or convenient in connection with the transaction of any of its business. [Part 5:395:1955]--(NRS A 1987, 770)

81.505 Restriction on power of rural electric cooperatives to sell, lease or dispose of assets.
1. A rural electric cooperative formed or consolidated pursuant to NRS 81.410 to 81.540, inclusive, may sell, lease or otherwise dispose of all or a substantial portion of its assets only if the sale, lease or disposition is:
(a) Authorized by the affirmative vote of not less than three- fourths of the directors of the cooperative; and
(b) Assented to by two-thirds of the members of the cooperative:
(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 of its assets" means any portion of the assets of a cooperative representing 25 percent or more of the total book value of all of its assets. (Added to NRS by 1987, 770; A 1989, 528; 1991, 1252)

81.510 Agreements for unified action by cooperative corporations. Any two or more cooperative corporations organized under NRS 81.410 to 81.540, inclusive, upon resolutions adopted by their respective boards of directors, may, for the purpose of more economically carrying out their respective businesses, by agreement, unite in adopting, employing and using, or several such corporations may separately adopt, employ and use, the same methods, policy, means, agents, agencies and terms of marketing for carrying on and conducting their respective businesses. [Part 5:395:1955]--(NRS A 1965, 605; 1989, 528; 1991, 1253)

81.540 Applicability and effect of NRS 81.410 to 81.540, inclusive.
1. The provisions of NRS 81.410 to 81.540, inclusive, are not applicable to railroads, telegraph, telephone, banking, insurance, building and loan, or any other corporation, unless the special provisions of NRS 81.410 to 81.540, inclusive, applicable thereto are complied with.
2. NRS 81.410 to 81.540, inclusive, do not amend or repeal any of the provisions of NRS 81.010 to 81.160, inclusive, or NRS 81.170 to 81.270, inclusive. [8:395:1955] + [10:395:1955]--(NRS A 1991, 1254)

CHARITABLE ORGANIZATIONS

81.550 Short title. NRS 81.550 to 81.660, inclusive, may be cited as the Charitable Organization Act. (Added to NRS by 1971, 631; A 1991, 1254)

81.560 Declaration of policy. The legislature hereby declares that the policy of the state is to maximize the funds available for charitable purposes by minimizing, to the greatest extent practicable, the imposition of federal income and excise taxes upon assets otherwise available for charitable purposes. (Added to NRS by 1971, 631)

81.570 References to Internal Revenue Code. As used in NRS 81.550 to 81.660, inclusive, unless otherwise indicated, section references are to the Internal Revenue Code of 1954 and include future amendments to those sections and corresponding provisions of future internal revenue laws. (Added to NRS by 1971, 631; A 1991, 1254)

81.580 Definitions. As used in NRS 81.550 to 81.660, inclusive, unless the context otherwise requires, the words and terms defined in NRS 81.600, 81.605 and 81.610, have the meanings ascribed to them in those sections. (Added to NRS by 1971, 631; A 1991, 1254)

81.600 "Director" defined. "Director" means a director, trustee, person or persons constituting the controlling board of a charitable organization. (Added to NRS by 1971, 631)

81.605 "Governing instrument" defined. "Governing instrument" means the articles or certificate of incorporation or association or other written instrument by which a private foundation is created, but does not include its bylaws. (Added to NRS by 1991, 1246)

81.610 "Private foundation" defined. "Private foundation" is any nonprofit corporation, association, foundation, or other charitable entity formed pursuant to the laws of the State of Nevada which is a "private foundation" as defined in Section 509(a). (Added to NRS by 1971, 631; A 1991, 1254)

81.620 Applicability of NRS 81.550 to 81.660, inclusive. The provisions of NRS 81.550 to 81.660, inclusive, apply to any private foundation 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)

81.630 Prohibited acts. In the administration of any private foundation that is subject to the provisions of the Internal Revenue Code of 1954, unless otherwise provided in the governing instrument, the following acts are prohibited:
1. Engaging in any act of "self-dealing" (as defined in Section 4941(d)) which would give rise to any liability for the tax imposed by Section 4941(a).
2. Retaining any "excess business holdings" (as defined in Section 4943(c)) which would give rise to any liability for the tax imposed by Section 4943(a).
3. Making any investments which would jeopardize the carrying out of any of the exempt purposes of the organization within the meaning of Section 4944, so as to give rise to any liability for the tax imposed by Section 4944(a).
4. Making any "taxable expenditures" (as defined in Section 4945(d)) which would give rise to any liability for the tax imposed by Section 4945(a). (Added to NRS by 1971, 631; A 1991, 1254)

81.640 Minimum distributions required. Unless otherwise provided in the governing instrument, in the administration of any private foundation, there must be distributed for the purposes specified in the governing instrument, for each taxable year, amounts at least sufficient to avoid liability for the tax imposed by Section 4942(a). (Added to NRS by 1971, 632; A 1991, 1255)

81.650 Amendment of governing instrument: Procedure.
1. The board of directors or trustees of any private foundation which is a corporation organized under and governed by Nevada law may, by a majority vote of its directors or trustees, amend its governing instrument at any regular or special meeting of the board of directors or trustees, without a vote of the stockholders or members of the private foundation, if any, in order to avoid the penalties and liabilities described in Sections 4941(a), 4942(a), 4943(a), 4944(a) and 4945(a) or to comply with the provisions of Section 508(e).
2. Such an amendment must not be made until the board of directors or trustees has notified the members or stockholders, if any, at least 30 days before the meeting at which the governing instrument is to be amended. Notice of the intention to amend the governing instrument must be served upon the attorney general at least 30 days before the meeting, together with a copy of the proposed amended governing instrument.
3. If the private foundation is a corporation organized under and governed by Nevada law, after any such amendment has been approved by the directors or trustees, a copy of the amended governing instrument must be filed with the secretary of state. (Added to NRS by 1971, 632; A 1983, 696; 1985, 1877; 1991, 1255)

81.660 Amendment of governing instrument: Provision for termination of status of private foundation. In addition to amending the governing instrument of the private foundation in accordance with NRS 81.650, the amendment may include a provision for the private foundation to conform with the requirements for termination of status as a private foundation as provided in Section 507, in order to avoid the tax provided in Section 507(c). (Added to NRS by 1971, 632; A 1991, 1255)
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This document was produced by the Library from material supplied by the State of Nevada, Carson City NV.

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