LVMA Bylaws

Las Vegas Marching Arts, Inc.

Bylaws for Las Vegas Marching Arts, Inc. EIN#87-0810031
Nevada Corp #E0835902007-8

Table of Contents

Name, Purpose, Organization, Status, Governance.

Section 1.01 Name.

Section 1.02 Purpose:

Section 1.01 Organization, non-profit, exempt, and charitable status

Section 1.02 Governance:

Section 1.03 Fiscal Year , Accounting Method and Construction:

Article II. Membership.

Section 2.01 Membership.

Section 2.02 Honorary Memberships.

Section 2.03 No Voting Power for “Honorary Members”.

Article III. Meetings

Section 3.01 Annual Meeting and Election of Officers

Section 3.02 Quarterly Meetings.

Section 3.03 Special Meetings.

Section 3.04 Notice.

Section 3.05 Waiver of notice.

Article IV. Board of Directors, Board of Trustees

Section 4.01 Board of Trustees.

Section 4.02 Board of Directors Role, Size, Compensation. Board Role, Size, Compensation.

Section 4.03 Conflict of interests.

Section 4.04 Status as Employees.

Section 4.05 Chairman of the Board.

Section 4.06 Responsibilities Duties and Powers

Section 4.07 Delegation of Day to Day operations

Section 4.08 Nominations and Elections and Voting.

Section 4.09 Actions without a meeting.

Section 4.10 Terms of Office.

Section 4.11 Quorum.

Section 4.12 Notice.

Section 4.13 Vacancies.

Section 4.14 Resignation, Termination and Absences.

Article V. Officers

Section 5.01 Number of officers, compensation.

Section 5.02 Duties of ALL officers.

Section 5.03 President

Section 5.04 Vice President

Section 5.05 Secretary.

Section 5.06 Treasurer

Section 5.07 Other Officers

Section 5.08 Executive Director

Section 5.09 Committees – Board Advisory.

Section 5.10 Committees – Management

Article VI. Committees

Section 6.01 Types of Committees, and Committee Presidents

Section 6.02 Anticipated Conflicts

Section 6.03 Executive Committee.

Section 6.04 Finance Committee.

Section 6.05 Other Volunteers.

Article VII. Rules and Policy.

Section 7.01 Rules.

Section 7.02 Policy.

Article VIII. Amendments

Section 8.01 Section 1: Amendment by 2/3 Majority.

Article IX. Certification.

a. Appendix A Nevada Chapter 82 Nonprofit Corporations Statute.

b. Appendix B § 501 Exemption from tax on corporations, certain trusts, etc.

c. Appendix C § 170. Deductibility of Charitable Gifts.

d. Appendix D Nevada Attorney General Guide to Non Profits

Foreword

What are Bylaws?
These Bylaws comprise a key component of the governing documents of Las Vegas Marching Arts, Inc (“LVMA”). They have been adopted by the Board of Directors to shape the direction, policy and rulemaking at LVMA, clarify relationships, and delineate responsibility, duty, and power appropriately within the organization. Many people, including those serving as directors are confused about the concept of power, rules, authority, titles, officers, directors, and other forms of governance. At times boards of directors devolve into petty squabbling for want of a clear delineation of responsibility, and power, and an understanding of where it emanates from.

What is the purpose of this Foreword?

Since the Directors, Officers, and other interested parties of LVMA, are not generally trained in corporate governance, this forward explains briefly how the process works, where the power and structure emanate from, and how to read the various organizing documents, laws, and how to interact with them effectively as Director, Officer, manager, employee, donor, member, or member of the general public.

What authority does the foreword have?

This foreword, although embodied within the Bylaws of Las Vegas Marching Arts, Inc., has no power in and of itself, as do the footnotes scattered throughout the document. This foreword, or the footnotes may be amended without a vote, at any time by the President, or designee, to further clarify, explain, or interpret the concepts provided herein. The true authority and power is embodied within the Bylaws proper, and any interpretation, or comment appearing in this foreword, or subsequent footnote shall be deemed omitted if conflicting with the Bylaws themselves.

Brief History, and the concept of “Rights”
One of the rights of a competent individual, having an age of majority, in our democratic western society, and more particularly in the United States of America is the right to contract. That right, or power emanates from an idea that each person contains within themselves, if not the divinity itself, then certainly so called “unalienable rights”, with which they are “endowed by their Creator”. This thought, borrowed and modified a bit from the English liberal philosopher, John Locke was presented in the Declaration of Independence. Another right is the right to associate. From these rights have evolved a constitution, giving up some of these rights to a Federal Government, and reserving others to the States, and individuals in a Bill of Rights. The Federal Constitution then, is the derived power from a group of individuals, for the purpose of governance of the people, and its institutions.

The Constitution of the United States of America provided a method for States to become members of the Federal Union, and a number of forms were tried and failed, including a confederation of States. Nevertheless, each state now has codified a process by which freemen (includes women today) can associate. The method is called “incorporation”. The word, itself connotes a “birth” of sort, creating a corpus, or body that did not exist before. The process by which that is done is to file Articles of Incorporation with the State. The documents are called differently in different states, but are essentially the same idea. They may be referred to as “Articles of Incorporation”, “Articles of Incorporation”, “Articles of Association” or other similar names. In Nevada, they are called “Articles of Incorporation”.

Articles of Incorporation
These “Articles” are a document filed by a group of persons (called “incorporators”), utilizing their “right to contract”, and their “right to associate”, and the statute^[1] that enables that in Nevada is defined in NRS Chap 82^[2]. These “Articles”, basically represent the birth certificate for LVMA to exist. They outline certain duties, and responsibilities, and ensure that the directors will comply with the laws, which among other things provide for situations of “What happens to the assets of LVMA if we were to go out of business?”, and “How do we keep our tax exempt status in force?” The Directors have adopted the Articles with an eye toward minimal restriction on the Directors, except what is required by law. The Articles, then are the first governing document for LVMA, and should be read carefully by all directors, officers, and management employees. The Articles are a public document, and is available for anyone to read.^[3]

Public company
LVMA is called a “Public Charity”. Not a “Private Charity” (also known as “Private Foundation”. This has been accomplished by filing an application with the Federal Government, the Internal Revenue Service (IRS). As a result, LVMA has additional restrictions put on it, to ensure that the Directors, Officers, and management exercise certain duties and responsibilities consistent with their management of a “Public Charity”, capable of receiving tax free donations, and granting tax deductible benefits to its donors.

Bylaws
Bylaws serve as the rules of operation for LVMA. They spell out LVMA’s structure and its decision-making processes. The “Articles” are filed with the Town of Sanbornton, and the State of Nevada, and therefore represent a “formal declaration” to the outside world. The By laws, are more internal in nature. The Articles tend to be broad, and only include statutory required clauses. The Bylaws, although still a “public document” and within the review scope by the general public, are not “filed” documents, are much more descriptive, and may be amended more easily by the Board, than the Articles.

The Bylaws perform two important functions:
    1) They establish the structure of the organization by specifying who can participate, and how. It defines the
         method of selection and the process by which change can be made.
     2) They determines the rights and duties, and responsibilities of participants. by specifying the operating
          rules to assure the rights of Directors and Officers to proper notice and procedures.

The Directors should make a periodic review of the bylaws to insure that they reflect changes in governing laws of the state as well as the evolving changes occurring elsewhere with directors, management, employees, residents, the donor base and the general public.

LVMA has been conceived as an organization that will live hopefully, for many years. During that time Directors and Officers will come and go. The Bylaws provide an agreed upon set of rules, set out in writing and readily available to the Directors and Officers. Unless set out in detail, the system of governance is either invisible and unclear, or becomes known only to those now serving in official capacities and disappears when they leave. Decisions at the Board level can sometimes be contentious. Without a set of rules established in advance, it can be difficult to establish rules for resolving issues once differences have arisen. Bylaws also can serve as an educational tool to inform Directors, and Officers, but also donors, residents, and employees about governance at LVMA, and prepare interested parties to serve as Directors or Officers at LVMA.

Duties of Board Members

In the Bylaws proper, you will see “Duty of Loyalty”, “Duty of Care” . “Fiduciary Duty” listed among others. The following was excerpted from the Nevada Attorney General Guide to Non Profits. which you are expected to be familiar with, as it tells you exactly what your duties of care, obedience, loyalty arr.. See Appendix D for the text of the Attorney General’s Guide.;

If you serve as a member of the governing board of a charitable organization in the State of Nevada, you have definite legal duties and responsibilities for the management and oversight of that charitable organization. Nevada law imposes upon you a number of duties, including

(a) the duty of loyalty and

(b) the duty of care.

Although board members do not manage the day-to-day activities of the charitable entity, board members do act as stewards of their charitable entity and have fiduciary duties. Briefly, board members must act in good faith and in the best interests of your organization. The duty of loyalty means that you must act with undivided loyalty and in the best interests of the charity and not seek to derive private gain from the business transactions of the nonprofit that you serve. In the event that you have a conflict-of-interest between the best interests of the charity and your own interests, you must comply with Nevada law in resolving this conflict. Acts of self-dealing are a breach of the fiduciary duty that you owe the nonprofit entity. The duty of care means that you must act reasonably, as a prudent person in similar circumstances would, that you are familiar with the charity’s activities and financial condition, and that you participate regularly in board meetings. It means that you act in good faith and make informed decisions. It is the job of the governing board to oversee the work of the executive director or the chief executive officer of the charity and to see that the charity is faithfully carrying out its charitable purpose without extravagance or waste.

So, to summarize the duties:

Duty of loyalty encompasses

Undivided loyalty in the best interests of LVMA

Not seeking to derive personal or private gain

Must resolve conflicts of interest

Fiduciary Duty

No acts of self Dealing

Duty of Obedience (to the law)

No illegal acts

Duty of care encompasses.

Must act reasonably, as a prudent person in similar circumstances

Must be familiar with the activities, and financial condition

Must participate regularly in board meetings

Must act in good faith

Must make informed decisions

Must oversee the work of the Management to be sure the purpose is served

without extravagance or waste

Must be active in board discussions

In practice, this means:

v You should attend board meetings and meetings of committees on which you serve. You should make certain that you receive detailed information beforehand about matters that are going to be discussed and voted on at a meeting, especially the financial reports and financial statements of the charity.

v You should carefully read all the material that you receive and prepare yourself to ask questions. You must have knowledge of how the organization is functioning and about the specific purposes and mission of the charity. You should be informed about every major action that the charity takes.

v You should use your own judgment in voting and not simply follow the lead of the executive director, chairperson of the board or fellow board members. A responsible board member will ask about the reasons for a particular action being recommended and will ask about the consequences such action will bring.

v You should participate in strategic planning activities that assess and plan for the charity’s future. You should ask about the status of the charity’s internal controls and about written policies and procedures that safeguard and protect the charity from error, fraud and embezzlement.

v You should inquire about whether the charity has a directors and officers liability policy and whether the charity indemnifies its directors and officers from liability.

v You should review copies of any board or committee minutes to make certain that the meetings were properly recorded. You should also make certain that your votes were properly recorded. If there are errors in the minutes, you should ask for clarifications or changes.

v You should make certain that the annual information filing for the IRS Form 990 (or 990PF or 990EZ) is properly and timely filed with both the Internal Revenue Service and the NV Attorney General’s Office if required, as well as all other filings that must be made.

Article I. Name, Purpose, Organization, Status, Governance

Section 1.01 Name

The name of the organization shall be Las Vegas Marching Arts, Inc. (“LVMA”)

Section 1.02 Purpose:

1. Provide a program for youth in music and performance training primarily in the Southern Nevada region in music performance, percussion, precision, marching, performance arts and pageantry with a positive environment that emphasizes character and social development, leadership, self-discipline, and the pursuit of excellence.

2. Provide opportunities to compete in local, regional, national, and international presentation venues, and to appropriately represent Las Vegas, Southern Nevada, Nevada, the United States of America, and the drum and bugle corps worldwide..

3. Provide opportunity for competition in local, regional and national presentation venues, including touring.

4. Inculcate values of music skill acquisition, teamwork, cooperation, precision, self-respect, respect for others, discipline, and personal and group excellence.

5. Provide opportunity to demonstrate these skills and values through competitive and non-competitive display pageants.

6. Provide education for junior youth in basic musical skill acquisition.

7. Provide a senior drum and bugle corps for continuing participation later in life.

8. Provide parade pageantry to other organizations.

9. Provide scholarship programs for those who lack the means to otherwise participate

10. Stimulate interest in the study and teaching of music and the arts

11. In addition to the above purposes, the board of directors may, at their discretion, engage in any lawful activity permitted by statute, provided that the activity does not cause the corporation to be disqualified as a public charity under IRS section 501(c)(3).

Section 1.01 Organization, non-profit, exempt, and charitable status

LVMA is organized exclusively for charitable purposes, having been created as a charitable corporation under Nevada Revised Statutes Chapter 82, (“the Statute”) by filing Articles of Incorporation with the State of Nevada, enabling its operations. LVMA is further as a public charity by the Internal Revenue Service (IRS) under the meaning encapsulated within the IRS Statute §501(c)(3). It is possible that at some time, LVMA could be classified as a private foundation, by statute or election, in which case, certain rules on self-dealing, and other provisions and restrictions on private foundations have been adopted in the Articles of Incorporation in accordance with default provisions in the Statute.

Section 1.02 Governance:

LVMA is governed by a Board of Directors (“Board”), who collectively represent the voting power, and officers, entrusted with the executive power of LVMA, whose duties, obligations, rights, powers and responsibilities are set forth below. In the appropriate Articles of these Bylaws The Board of Directors is free to direct, but is in turn guided by its governing documents (Collectively the “Governing Documents” which are, in order of authority:

12. State Statute (“Chapter 82)”

13. Articles of Incorporation (“Articles)”

14. Bylaws (this document)

15. Rules and Regulations (“Rules”)

16. Policies (“Policy”)

Provisions are made, within these Bylaws for the amendment of any of these governing documents (not including the Stature).

Section 1.03 Fiscal Year , Accounting Method and Construction:

1. The fiscal year shall be the calendar year.

2. The accounting method shall be the accrual method of accounting, except where the cash method of accounting is required by statute.

3. Although, according to statute, LVMA may be entitled to reporting and filing exemptions, based on its size, LVMA shall annually prepare external financial statements and tax returns in accordance with generally accepted accounting principles, and these statements shall be made available to the general public.

4. Pronouns or language indicating one gender shall refer equally to persons of the opposite gender, in this and all documents of LVMA.

5. The President shall have the right and duty to change or amend any forewords, preambles, headers, footers, and footnotes (collectively, “Clarifying Language”) in this document without a vote. Notice should be given to Board members of any changes therein. Any such Clarifying Language exists in the document solely for interpretation, and guidance, and carries no force or authority, and is not deemed part of these Bylaws.

Article II. Membership

Section 2.01 Membership.

Chapter 82 defines “members” thusly:

NRS 82.031 “Member” defined. Unless otherwise provided in the articles or bylaws, the word “member” means, without regard to what a person is called in the articles or bylaws, any person who on more than one occasion has the right pursuant to the articles or bylaws to vote for the election of a director or directors. A person is not a member by virtue of any rights he has as a delegate or director or any rights he has to designate a director or directors.

To remove any ambiguity, the only “members” in the corporation are the “members” of the board of directors, and those directors alone shall have the power to vote.

Section 2.02 Honorary Memberships.

The Board, or its committees may from time to time create honorary “so-called“ memberships to LVMA, which may vary in type or degree, to further LVMA’s interests, for example to attract like-minded individuals who care about LVMA, its mission, and its future, to become a candidate for officer or director, to volunteer, or contribute financially. Such memberships should clearly distinguish themselves by additional prefacing language. Example: “Marching Member”, “Booster Club member”, and the like.

Section 2.03 No Voting Power for “Honorary Members”.

Nothing in this article shall be construed to confer any special benefit, nor require the payment of any dues, nor confer upon any such “honorary memberships” any power to vote, influence, or otherwise control, direct, or manage the affairs of LVMA. The sole voting power of LVMA rests with its Board, and executive power rests with its Officers as described more fully in Article IV “Board of Directors”, and Article V. “Officers” below.

Article III. Meetings

Section 3.01 Annual Meeting and Election of Officers

The date of the regular annual meeting shall be set by the Board who shall also set the time and place. The annual meeting will be the meeting at which nominations are heard, and elections conducted for Directors and Officers. No other business may be conducted at this annual meeting.

Section 3.02 Quarterly Meetings.

The Board shall meet at least 4 times per year at an agreed upon time and place. For purposes of convenience, the final quarterly meeting may convene on the same day as the annual meeting, immediately following the annual meeting to transact new business with the directors just elected at the Annual Meeting.

Section 3.03 Special Meetings.

Special meetings of the Board shall be called upon the request of the President or one-third of the Board

Section 3.04 Notice.

Notice of special meetings shall be sent out by the Secretary to each Board member postmarked 10 days in advance.

Section 3.05 Waiver of notice

The Secretary may receive written waivers to the 10 day notice rule, that permit authorized Special Meetings to occur on a more speedy manner. Providing that there are no Rules or Policy to the contrary, oral waivers shall not be effective.

Article IV. Board of Directors, Board of Trustees

Section 4.01 Board of Trustees.

1. Trustees may not vote and are not members of the corporation, and are appointed, not elected. Directors are the only voting members in the corporation, and are elected, not appointed^[4]. These are the sole differentiating factors.

2. Trustees are be appointed by a simple majority of the Board of Directors

3. Trustees terms shall be for a period of one year.

4. Trustees may be appointed to successive terms without limit.

5. The purpose of Trustees is to provide a stepping stone to Directorship.

6. When the board wants to attract someone close to themselves, they first may appoint the candidate to a Trustee position. The trustee is expected to attend board meetings, enter into discussions, serve on committees exactly as a board member with the distinction that the trustee may not vote on any vote required of a Director. During this time period, the trustee can see the inner workings of the leadership, and the directors can assess the degree of concern, wisdom, and leadership the trustee offers.

7. If a trustee is a committee member, they may, and are expected to vote as a member of that committee.

8. The number of trustees is not limited in these bylaws, but should be sufficient to provide a robust nomination pool of directors who have demonstrated their loyalty, care, and dedication throughout their tenure as Trustee.

9. It is anticipated, and expected that most nominations for Director will be sourced primarily from the Trustee pool, as the trustees are expected to become very knowledgeable in the affairs of the organization prior to being selected for leadership positions.

10. The aggregate trustees shall be known as the “Board of Trustees”. There shall be no formal presiding chairman of Trustees, unless provided for in the rules.

11. All Trustees shall be organized by the Chairman of the Board of Directors.

12. The sole distinction between a trustee and a director is the ability to vote as a director. In all other regards, both internally, and externally to the organization, it is the intent of LVMA that the Trustees shall be deemed to have the entire scope of a Director, and shall have the duties and responsibilities as a director. When any section of these bylaws shall refer to “Director”, “Trustee” shall be substitutable therein, except where such substitution would conflict with the intent of this section.

Section 4.02 Board of Directors Role, Size, Compensation. Board Role, Size, Compensation

1. Directors are expected to actively participate in committee assignments, attend all meetings, and act as a communication link with those interested in the affairs of the Corporation.

2. The Directors shall have the responsibility of leadership development for the corporation, and for fostering and utilizing the talents of its trustees and members.

3. Directors are expected to participate first and foremost in the fund-raising activities^[5] of the corporation, recognizing that the chief duty of a director is fund-raising, to be sure of the financial well being of the organization, and the secondary duty is that of setting policy.

4. Directors are hereby counseled that the carrying of significant debt in a non-profit corporation is generally not considered sound governance, and that only in unusual circumstances shall the encumbrance of the corporation to significant debt be considered^[6].

5. In the interest of encouraging diversity of discussion, connection with the public, and public confidence, the board of directors of LVMA shall have at least 5 voting members^[7], who are not of the same immediate family or related by blood or marriage.

6. Although the Statute, and the Articles require only one Director, these Bylaws of LVMA shall hereby establish a required minimum of five Directors, and a maximum of 15 directors.

7. No member of the Board shall receive any compensation, in their capacity as Director, however Directors may receive reimbursement for reasonable expenses.

8. Directors may be compensated for services to LVMA, if they render that service in another capacity other than Director.

9. Whether those services are provided as an employee or as an independent contractor, the contract and terms of employment are not covered herein, but disclosure must be publicly made of the amount of salary, wages, compensation, and benefits paid, and is reported to the IRS, per statute. Furthermore, other laws and ordinances may require publishing of name, proposed salary and benefits in a local newspaper.

10. In general, these Bylaws would prefer that Directors not be employees of the corporation, but permission to permit such arrangement shall be relegated to the Rules, and Policy, and not reserved herein.

11. In any event, should a Director or Officer, be so employed, they shall not claim, nor be provided with any preferential treatment in any benefit, monetary or otherwise, solely by their current or prior service as Director or Officer.

Section 4.03 Conflict of interests.

1. The IRS requires and the Nevada Attorney General requires that LVMA must have a conflict of interest policy on hand, and that every Director and Officer of LVMA must sign and disclose any conflicts, and be aware of situations that cause conflicts to arise. Accordingly LVMA has implemented a conflict of interest policy which comprises a separate document. Officers and Directors will be expected to comply with the statutes that are now in force, or are amended covering this issue.

Section 4.04 Status as Employees.

1. Directors are not “Employees” of LVMA. They are not compensated, and have no executive power, and receive no benefit, or participation in any employee benefits programs that may be in force from time to time at LVMA, nor do they generally perform regular day to day duties, in their capacity as Director.

2. Officers, however are statutorily considered to be employees of LVMA, and as such are subject to “Worker Compensation” insurance rules. Depending on the compensation, and amount of time spent, LVMA may have a worker compensation exposure. The Board shall make rules governing the participation in “Worker Compensation Insurance” by its officers at LVMA, to minimize any exposure LVMA might have under the statute.

Section 4.05 Chairman of the Board

1. The Chairman of the Board (Chairman), is a director who is elected by simple majority of the directors to preside over the Board. The chairman officiates the meetings of the Board of Directors.

2. The Chairman’s duty, then, is to officiate over the process of the running of the meetings of the Board, determining who is in order, and making sure that the business is conducted properly, and in proper legal form.

3. The Chairman may delegate the duties of Chairman to another board member at any time.

4. If the Chairman has not delegated the duties of Chairman to another member, and is unable to fulfill the duties of the Chairman, then the succession shall be, in order, Vice President, Secretary, Treasurer, provided that the officers named herein are directors, then any other director, as may be selected by the majority of Directors presently comprising a quorum.

5. Only a director of LVMA may exercise the duties of Chairman.

6. No employee, or contractor of LVMA shall exercise the duties of Chairman of the Board, or shall be permitted to preside over the Board at any time.

Section 4.06 Responsibilities Duties and Powers

Directors owe the following duties to LVMA

1. Duty of Care^[8]

2. Duty of Loyalty

3. Fiduciary Duty

4. Duty of Obedience

Directors individually, and The Board collectively is responsible for

1. Direct all aspects of the organization

2. Review, amend, modify, ratify, and authorize changes in the Governing Documents as required.

3. Nomination and election of directors

4. Nomination and election of officers, both statutory, and otherwise, who may be directors

5. Overall direction of the affairs of LVMA

6. Make Rules governing the Board’s actions (Directorial Rulemaking)^[9]

7. Make Policy shaping the Board’s actions (Directorial Policy making)^[10]

Section 4.07 Delegation of Day to Day operations

Inasmuch as the Board is comprised of volunteers who may have other full time commitments, the task of directing the activities of LVMA shall be delegated to an executive committee, which is comprised of members as more fully described below in Section 7.03 Executive Committee.

Section 4.08 Nominations and Elections and Voting.

1. Election of new directors or election of current directors to a second or subsequent term will occur as the first item of business at the annual meeting of LVMA. The invested Chairman of the Board shall preside.

2. Directors will be nominated by the current board of directors, and elected by a 2/3 majority vote of the current directors who are present at the meeting.

3. Immediately after the election of directors, the new directors will convene, and as their first order of business, receive nominations for and elect the Officers of the Corporation, in the following order: President, Treasurer, Vice President, Secretary

4. Although not restricted by statute, nor explicitly by these Bylaws, the Bylaws suggest that no officer should hold more than one title. Rules, and Policy shall dictate any such restriction.^[11]

5. Voting for directors or officers shall be by secret, sealed ballot, the Secretary shall open all sealed ballots at the Annual meeting, and announce the count and result by open outcry.

6. Proxies may be given for any vote, secret or otherwise to any other Director.

7. Non-Directors shall never be permitted to be a proxy-holder.

8. The Secretary shall determine the sufficiency of the proxy holder in accordance with the Rules and Policy, before dispensing blank ballots.

Section 4.09 Actions without a meeting.

1. Actions-without-a-meeting shall have the full force and effect as if a meeting had been convened, valid and sufficient notice had been given, and a vote been taken.

2. Any such actions-without-a-meeting may only be successful and subsequently effective if they are a unanimous vote, however, the President, once the vote is received and confirmed by the Secretary, shall be empowered to authorize, or ratify any such action under his signature alone, on behalf of the Board.

3. Proxies may be given.

4. The Secretary shall be responsible for recording, verifying and communicating all such Actions-without-a-meeting, and for presenting the actions for enumeration within the subsequent meeting minutes of the next convened meeting.

5. Actions without a meeting may be by email.

Section 4.10 Terms of Office.

1. All Board members shall serve three year terms [12], but are eligible for re-election, indefinitely. The Bylaws suggest that terms of office should stagger to allow continuity of the composition of the Board, subject to Rules or Policy.

2. Every year, at the annual meeting, , three directors are to be elected to three-year terms.

3. Directors are elected by a simple majority vote of the voting members in attendance at the annual meeting. Therefore the terms are staggered.

4. Any candidate for a three-year term must have previously served in a capacity as an appointed member, or a trustee, or ex-officio status sufficient to demonstrate a thorough working knowledge of the affairs of LVMA, and possess the qualifications of a director.

5. Any director without such service shall be elected to a maximum one year term. This includes initial directors of the corporation.

Section 4.11 Quorum.

A quorum consists of a simple majority (greater than 50%) of duly elected and qualified Directors attending at a meeting. A quorum must be present before business can be transacted or motions entered or voted upon.

Section 4.12 Notice.

Notice is provided for in a separate section above. See Section 3.04 Notice

Section 4.13 Vacancies.

When a vacancy either on the Board, or an Officer exists, or if the board wishes to increase the number of Directors, nominations for new members may be received from present Board members by the Secretary two weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. Vacancies will be filled only to the end of the departed Board member's term or the next annual meeting whichever comes sooner..

Section 4.14 Resignation, Termination and Absences.

1. Resignation from the Board must be in writing and received by the Secretary.

2. A Board member shall be dropped for excess absences from the Board if they have unexcused absences from greater than 25% of Board meetings in a year.

3. A Board member may be removed for cause by a three-fourths vote of the remaining directors. The rules shall determine what constitutes “cause”.

Article V. Officers

Section 5.01 Number of officers, compensation.

There shall be a minimum of four officers of LVMA consisting of a President, Vice President, Secretary and Treasurer. They may consist of Directors, or not. They may be compensated or not.

Section 5.02 Duties of ALL officers.

1. All officers who are also directors shall have a dual role: first, their duty to the Board of Directors, and the other to their executive powers, which shall be exercised through the executive committee, see below.

2. President and Vice President Officers who are not Directors must divest any duty as Chairman to a Director.

Section 5.03 President

The President shall:

1. be the titular and public head of LVMA, and shall represent LVMA in public affairs, or whenever a representative of LVMA is required to appear in public.

2. in relation to the executive powers be invested with the title of President of the Executive Committee, and shall be appointed the President of that Committee, and in that role, shall be operate as the Chief Executive Officer of the company.

3. recommend Policy statements and Policy documents to the Board, and shall present recommendations for changes in the governing documents of LVMA, and shall have the right and duty to amend the Clarifying Language in this document without a vote.

4. have the power to appoint an officer on a temporary basis, if necessary due to vacancy..

5. set the annual action agenda.

6. may delegate any or all of his duties to the Vice President, or any officer at any time.

Section 5.04 Vice President

The Vice President shall:

1. be a member of the Executive Committee.

2. assume the role of President, should the President be unable or unwilling to serve, or should the presidency become vacant.

3. If the incumbent is also a Director, shall chair committees on special subjects as designated by the board.

Section 5.05 Secretary

The secretary shall be responsible for:

1. keeping records of Board actions

2. overseeing the taking of minutes at all board meetings

3. providing notice as required under the Bylaws to Board Members

4. sending out meeting announcements, distributing copies of minutes and the agenda to each Board member

5. preparing ballots, qualifying ballots, nominations, proxies, proxy-holders, counting ballots, announcing results of secret ballots.

6. assuring that proper corporate records are maintained.

Section 5.06 Treasurer

The Treasurer shall:

1. make a report at each Board meeting.

2. be the President of the finance committee

3. assist in the preparation of the budget,

4. approve and assist in the development of fundraising plans

5. make financial information available to Board members and the public.

Section 5.07 Other Officers

1. The board may establish, by express charter, any other office, and appoint any person, whether or not director, whether or not compensated, consistent with the governing documents, to ensure the smooth and orderly operations of the organization.

2. Any terms of this arrangement shall be made within the charter of the position, delineating any and all qualifications, powers, duties, and responsibilities, and compensation.

Section 5.08 Executive Director

The Executive Director position is not an officer of LVMA, but is appointed(if necessary)^[13] as follows:
The Executive committee shall nominate, and the Directors shall then vote by 2/3 majority to appoint a qualified professional, experienced in working with drum and bugle corps, to administrator and manage the affairs of Las Vegas Marching Arts, Inc., who shall be empowered with the overall day to day management of the organization. The exact scope of delegated power is to be shaped by the Rules and Policy of LVMA, and shall be embodied in the contract with the Executive Director. In general, the Executive Director has the delegated overall authority for executive management of LVMA. The Executive Director shall not be a director^[14].

Section 5.09 Committees – Board Advisory

The Board of Directors may delegate some of its work to committees whose members are appointed by the Board of Directors. At least one member of the Board of Directors will be a member of each committee. see Article VI Committees, below

Section 5.10 Committees – Management

Committees - Management

Management Committees may be created by the Board, see Article VI Committees, below. The President of any Management committee, shall be appointed by the President, and that committee president, shall report to the Executive Director as a department head, subject to further clarification in the Rules and Policy.

Article VI. Committees

Section 6.01 Types of Committees, and Committee Presidents

1) Management Committees
The general purpose of Management committees is to assist the Executive Director with one or another aspect of the day to day affairs of the company in concert with, and reporting to the Executive Director. This power allows the board to summon management talent to be directed as may be needed to the Executive Director to utilizing Directors, Officers and others who may be volunteers. The President shall appoint all management committee presidents who may or may not be Directors or Officers. At least one Director shall serve on any such committee, and shall have the responsibility to report to the President directly. Directors, officers, and others serving in this way are not to be considered employees, and are not to be compensated for their service. The committees, through their respective presidents, in their discharge of duties, shall report to the Executive Director as if they were department heads, and it shall be in the scope of the Executive Director to coordinate the efforts of the management .committees appropriately. The committee presidents shall report to the President, for Board reporting.

2) Board Advisory Committees
The purpose of Board Advisory committees is to assist the board in shaping policy, or direction. These committees are created by simple majority vote of the board, and do not have any power to represent the board, only to report findings, make recommendations, etc. to the Board. They must consist of at least one Director.

3) Permanently Established Committees
These Bylaws hereby establish the following permanent committees as follows:

1. A Management committee, called the “Executive Committee”, with the President as its President

2. An Advisory committee, called the “Finance Committee”, with the Treasurer, as its President.

4) Ad Hoc or Board-Created Committees
The Board may create other committees as needed, either Management Committees, or Board Advisory committees, such as fundraising, housing, etc. by a simple majority vote. The President shall appoint all management committee presidents, the Board shall appoint the members of all committees and appoint the president of all board advisory committees..

Section 6.02 Anticipated Conflicts

The purpose of Management committees other than the executive committee is to actively assist the Executive Director in some particular manner. Directors , Officers, or others serving in this capacity must be cognizant that they serve under the management of the Executive Director, and shall not assume that their directorial power has any bearing on their discharge of their duties as a management committee president.

Section 6.03 Executive Committee

These Bylaws anticipate the need for clear direction on a continuing basis to provide guidance to the Executive Director in the discharge of duties. The executive committee shall consist of a minimum of three members, nominated by the president, and ratified by a simple majority of the board. The president is the president of the Executive Committee, and as such is empowered to act alone, utilizing the opinion and discussion of the other members. The president has the right and the duty to consult whomever they wish, but the final decision rests with the president, who is the Chief Executive Officer^[15] of the company. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction, rules, policy and control of the Board. The executive committee shall further delegate the administration of the board’s policy and direction to an Executive Director, who shall be a member of the executive committee, and committees.

Section 6.04 Finance Committee.

The Treasurer is President of the Finance Committee.. The Finance Committee is responsible for developing its own rules for governance operating within the Rules and Policies of the Board, is responsible for developing and reviewing fiscal procedures, reviewing the financial impact of all fundraising plans, and annual budget with staff and other Board members. The Board must approve the budget, and all expenditures must be within the budget.. Any major change in the budget must be approved by the Board or the Executive Committee. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the Board members and the public.^[16]

Section 6.05 Other Volunteers.

As a volunteer organization, LVMA recognizes the contribution that may be made from volunteers who are neither board members, nor officers. Typically volunteers will report to the Executive Director or the appropriate Volunteer Coordinator reporting to the Executive Director, but as envisioned by these Bylaws, a volunteer may also serve, if asked by the Board, to participate on a Board Advisory, or Management Committee. Any such volunteer shall be subject to all the rules and Policies of Las Vegas Marching Arts in effect governing such participation, and may be required to sign documents including but not limited to Confidentiality and Access, Conflict of Interest, or other such-like documents, so that the powers of the board are not compromised.

Article VII. Rules and Policy

Section 7.01 Rules.

The Board shall have the right and the duty to promulgate Rules and Regulations (Rules) from time to time, to guide the direction of its officers. Such rules shall have the effect of a governing document, but may be amended by a simple majority vote of the Board. Rules are meant and devised to be fairly inflexible.

Section 7.02 Policy.

The Board shall have the right and the duty to promulgate Policy from time to time, to guide the direction of its Directors and Officers. Such Policy shall have the effect of a “suggested” governance to the officers, which may be breached under unusual circumstances. Policy is meant to be firm but somewhat flexible.

Article VIII. Amendments

Section 8.01 Section 1: Amendment by 2/3 Majority.

These Bylaws may be amended when necessary by a two-thirds majority of the Board. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.

Article IX. Certification

These Bylaws were adopted at a Meeting of the Board of Directors, on ___________________, and were ratified by the Board by vote.

_______________________________

, Secretary

Date ________________________

a. Appendix A Nevada Chapter 82 Nonprofit Corporations Statute.

CHAPTER 82 - NONPROFIT CORPORATIONS

GENERAL PROVISIONS

NRS 82.006 Definitions.

NRS 82.011 “Articles of incorporation” and “articles” defined.

NRS 82.016 “Corporation” defined.

NRS 82.021 “Corporation for public benefit” defined.

NRS 82.026 “Directors” and “trustees” defined.

NRS 82.031 “Member” defined.

NRS 82.034 “Principal office” defined. [Effective July 1, 2008.]

NRS 82.036 “Receiver” defined.

NRS 82.038 “Record” defined.

NRS 82.041 “Registered office” defined. [Effective through June 30, 2008.]

NRS 82.041 “Registered office” defined. [Effective July 1, 2008.]

NRS 82.042 “Sign” defined.

NRS 82.043 “Signature” defined.

NRS 82.044 “Street address” defined. [Effective through June 30, 2008.]

NRS 82.044 “Street address” defined. [Effective July 1, 2008.]

NRS 82.046 Construction of chapter.

NRS 82.051 Applicability of chapter; effect of chapter on corporations existing before October 1, 1991.

NRS 82.056 Election of existing corporation to accept chapter: Eligibility; procedure.

NRS 82.061 Election of existing corporation to accept chapter: Filing requirements; contents.

NRS 82.063 Election of board of directors of expired corporation to accept chapter: Eligibility; procedure; date of corporate existence. [Effective through June 30, 2008.]

NRS 82.063 Election of board of directors of expired corporation to accept chapter: Eligibility; procedure; date of corporate existence. [Effective July 1, 2008.]

NRS 82.066 Election of existing and expired corporation to accept chapter: Effect.

NRS 82.071 Limitations on eligibility to organize under chapter.

NRS 82.076 Effect of amendment or repeal of chapter; chapter is part of corporation’s charter.

FORMATION

NRS 82.081 Filing requirements. [Effective through June 30, 2008.]

NRS 82.081 Filing requirements. [Effective July 1, 2008.]

NRS 82.086 Articles of incorporation: Required provisions. [Effective through June 30, 2008.]

NRS 82.086 Articles of incorporation: Required provisions. [Effective July 1, 2008.]

NRS 82.091 Articles of incorporation: Optional provisions.

NRS 82.096 Name of corporation: Distinguishable name required; availability of name of revoked, merged or otherwise terminated corporation; regulations.

NRS 82.101 Name of corporation: Reservation; injunctive relief.

NRS 82.106 Articles of incorporation: Prohibited names and businesses; certification required before filing of certain articles or amendments. [Effective through December 31, 2007.]

NRS 82.106 Articles of incorporation: Prohibited names and businesses; certification required before filing of certain articles or amendments. [Effective January 1, 2008.]

NRS 82.111 Commencement of corporate existence. [Effective through June 30, 2008.]

NRS 82.111 Commencement of corporate existence. [Effective July 1, 2008.]

NRS 82.116 Acceptable evidence of incorporation.

POWERS

NRS 82.121 General powers.

NRS 82.126 Adoption and use of corporate seal or stamp.

NRS 82.131 Specific powers.

NRS 82.136 Restrictions: Issuance of stock; pecuniary gain of members; distributions.

CORPORATE RECORDS

NRS 82.181 Maintenance of records at registered office; inspection and copying of records; civil liability; penalties; denial of request for inspection of records; defense to action for penalties or damages; authority of court to compel production of records.

NRS 82.183 List or statement to be maintained at registered office or principal place of business; requirement to assist in criminal investigation; failure to comply; regulations.

NRS 82.186 Right of members and directors to inspect and copy records; denial of inspection; civil liability; defense to action for penalties or damages.

RESIDENT AGENT AND REGISTERED OFFICE; DIRECTORS AND OFFICERS

NRS 82.193 Resident agent required; applicable law regarding resident agent and registered office; applicable law regarding annual list and defaulting corporations; default and reinstatement of corporation which is unit-owners’ association; fees. [Effective through December 31, 2007.]

NRS 82.193 Registered agent required; applicable law regarding registered agent and registered office; applicable law regarding annual list and defaulting corporations; default and reinstatement of corporation which is unit-owners’ association; fees. [Effective July 1, 2008.]

NRS 82.196 Board of directors or trustees: Number and qualifications of members.

NRS 82.198 Board of directors or trustees: Selection of members when corporation owns or leases mobile home park.

NRS 82.201 Board of directors or trustees: General powers.

NRS 82.206 Committees of board of directors: Designation; powers; names; membership.

NRS 82.211 Officers of corporation: Selection; terms; duties.

NRS 82.216 Authority of directors and representatives of corporation.

NRS 82.221 Directors and officers: Exercise of powers and performance of duties; personal liability.

NRS 82.226 Restrictions on transactions involving interested directors or officers; compensation of directors.

MEMBERS

NRS 82.231 Powers of corporation; classes, qualifications and rights of members; term of membership.

NRS 82.236 Transfer of membership.

NRS 82.241 Personal liability of members; imposition of dues, assessments or fees.

NRS 82.246 Resignation.

NRS 82.251 Expulsion of member; suspension or termination of membership.

NRS 82.256 Purchase of membership by corporation.

NRS 82.261 Delegates.

MEETINGS, ELECTIONS, VOTING AND NOTICE

NRS 82.266 Place of members’, delegates’ and directors’ meetings.

NRS 82.271 Meetings of board of directors or delegates: Quorum; consent to action taken without meeting; participation by telephone or similar method.

NRS 82.276 Consent of members in lieu of meeting.

NRS 82.281 Actions at meetings not regularly called: Consent, ratification and approval.

NRS 82.286 Election of directors and delegates; classification of directors.

NRS 82.291 Meetings of members or delegates: Quorum.

NRS 82.296 Directors: Removal; filling of vacancies.

NRS 82.301 Effect of failure to elect director on designated day.

NRS 82.306 Election of directors by order of court upon failure of regular election. [Effective through June 30, 2008.]

NRS 82.306 Election of directors by order of court upon failure of regular election. [Effective July 1, 2008.]

NRS 82.311 Provisional director: Appointment; qualifications; rights and powers; removal.

NRS 82.316 Determination of members entitled to notice of and to vote at meeting; fixing of date when members entitled to give consent in lieu of meeting.

NRS 82.321 Members’ proxies.

NRS 82.326 Action of members by written ballot in lieu of meeting.

NRS 82.331 Cumulative voting.

NRS 82.336 Delegates and members: Special meetings; notices.

NRS 82.341 Waiver of notice.

AMENDMENT AND RESTATEMENT OF ARTICLES OF INCORPORATION

NRS 82.346 Amendment of articles before first meeting of directors.

NRS 82.351 Amendment of articles: Scope of amendments.

NRS 82.356 Amendment of articles: Procedure. [Effective through June 30, 2008.]

NRS 82.356 Amendment of articles: Procedure. [Effective July 1, 2008.]

NRS 82.371 Restatement of articles. [Effective through June 30, 2008.]

NRS 82.371 Restatement of articles. [Effective July 1, 2008.]

SALE OF ASSETS; VOLUNTARY DISSOLUTION

NRS 82.436 Sale, lease or exchange of assets: Authority; procedure.

NRS 82.446 Voluntary dissolution at request of members.

NRS 82.451 Voluntary dissolution by directors and members or by directors alone; directors to act as trustees for liquidation and winding up of corporate affairs.

NRS 82.456 Dissolved corporations: Rights and liabilities of corporation and its directors, trustees, receivers, officers, members and creditors; powers and duties of district court.

NRS 82.461 Dissolved corporations: Duties of person appointed or authorized to act in liquidation.

INSOLVENCY; INVOLUNTARY DISSOLUTION

NRS 82.466 Reorganization under federal law.

NRS 82.471 Application of creditors or members of insolvent corporation for injunction and appointment of receiver or trustee; powers and duties of court. [Effective through June 30, 2008.]

NRS 82.471 Application of creditors or members of insolvent corporation for injunction and appointment of receiver or trustee; powers and duties of court. [Effective July 1, 2008.]

NRS 82.476 Receivers or trustees for insolvent corporations: Appointment; powers and duties.

NRS 82.481 Authority of court to reconvey property back to or dissolve corporation.

NRS 82.486 Involuntary dissolution: Authority and grounds for application. [Effective through June 30, 2008.]

NRS 82.486 Involuntary dissolution: Authority and grounds for application. [Effective July 1, 2008.]

NRS 82.491 Involuntary dissolution: Appointment of receiver; powers and duties of receiver; authorized relief.

NRS 82.496 Involuntary dissolution: General powers of court.

NRS 82.501 Limitation on time for creditors’ claims; notice to creditors.

NRS 82.506 Presentation of creditors’ claims; examination of creditors and witnesses.

NRS 82.511 Abatement of actions against receivers.

NRS 82.516 Payment of creditors and distribution of surplus.

NRS 82.521 Employees’ liens for wages.

FOREIGN NONPROFIT CORPORATIONS

NRS 82.523 Annual list: Filing requirements; fees; powers and duties of Secretary of State. [Effective through June 30, 2008.]

NRS 82.523 Annual list: Filing requirements; fees; powers and duties of Secretary of State. [Effective July 1, 2008.]

NRS 82.5231 Certificate of authorization to transact business.

NRS 82.5233 Addresses of officers required; failure to file.

NRS 82.5235 Defaulting corporations: Identification; forfeiture of right to transact business; penalty.

NRS 82.5236 Defaulting corporations: Duties of Secretary of State. [Effective through June 30, 2008.]

NRS 82.5236 Defaulting corporations: Duties of Secretary of State. [Effective July 1, 2008.]

NRS 82.5237 Defaulting corporations: Conditions and procedure for reinstatement. [Effective through June 30, 2008.]

NRS 82.5237 Defaulting corporations: Conditions and procedure for reinstatement. [Effective July 1, 2008.]

NRS 82.5239 Defaulting corporations: Reinstatement under old or new name; regulations.

MISCELLANEOUS PROVISIONS

NRS 82.525 Form required for filing of records.

NRS 82.526 Corporate records: Microfilming; imaging; return.

NRS 82.528 Filing of records written in language other than English.

NRS 82.531 Fees.

NRS 82.533 Procedure to submit replacement page to Secretary of State before actual filing of record.

NRS 82.534 Correction of inaccurate or defective record filed with Secretary of State.

NRS 82.536 Attorney General: Examination of corporate affairs; powers of enforcement.

NRS 82.541 Directors, officers, employees and agents: Indemnification; insurance against liability.

NRS 82.546 Renewal or revival of charter: Procedure; fee; certificate as evidence. [Effective through June 30, 2008.]

NRS 82.546 Renewal or revival of charter: Procedure; fee; certificate as evidence. [Effective July 1, 2008.]

_________

GENERAL PROVISIONS

NRS 82.006 Definitions. As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 82.011 to 82.044, inclusive, have the meanings ascribed to them in those sections.

(Added to NRS by 1991, 1255; A 1999, 1601; 2003, 3121; 2007, 2658)

NRS 82.011 “Articles of incorporation” and “articles” defined. “Articles of incorporation” and “articles” are synonymous terms and, unless the context otherwise requires, include all certificates filed pursuant to NRS 82.081, 82.346, 82.356 and 82.371 and any articles of merger filed pursuant to NRS 92A.005 to 92A.260, inclusive.

(Added to NRS by 1991, 1255; A 1993, 990; 1995, 2105; 2003, 3121)

NRS 82.016 “Corporation” defined. Unless the context otherwise requires, “corporation” means a corporation organized or governed by this chapter.

(Added to NRS by 1991, 1256)

NRS 82.021 “Corporation for public benefit” defined. “Corporation for public benefit” is a corporation formed or existing pursuant to this chapter that:

1. Is recognized as exempt under section 501(c)(3) of the Internal Revenue Code in effect on October 1, 1991, future amendments to that section and the corresponding provisions of future internal revenue laws; or

2. Is organized for a public or charitable purpose and which upon dissolution must distribute its assets to the United States, a state, or a person which is recognized as exempt under section 501(c)(3) of the Internal Revenue Code as amended.

(Added to NRS by 1991, 1256; A 1993, 990)

NRS 82.026 “Directors” and “trustees” defined. “Directors” and “trustees” are synonymous terms.

(Added to NRS by 1991, 1256)

NRS 82.034 “Principal office” defined. [Effective July 1, 2008.] “Principal office” has the meaning ascribed to it in NRS 78.010.

(Added to NRS by 2007, 2658, effective July 1, 2008)

NRS 82.036 “Receiver” defined. “Receiver” includes receivers and trustees appointed as provided in this chapter and chapter 32 of NRS.

(Added to NRS by 1991, 1256; A 1993, 990)

NRS 82.038 “Record” defined. “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

(Added to NRS by 2003, 3121)

NRS 82.041 “Registered office” defined. [Effective through June 30, 2008.] “Registered office” of a corporation means the office maintained at the street address of its resident agent.

(Added to NRS by 1991, 1256; A 1993, 990; 1995, 2105)

NRS 82.041 “Registered office” defined. [Effective July 1, 2008.] “Registered office” of a corporation means the office maintained at the street address of its registered agent.

(Added to NRS by 1991, 1256; A 1993, 990; 1995, 2105; 2007, 2658, effective July 1, 2008)

NRS 82.042 “Sign” defined. “Sign” means to affix a signature to a record.

(Added to NRS by 1999, 1601; A 2003, 3121)

NRS 82.043 “Signature” defined. “Signature” means a name, word, symbol or mark executed or otherwise adopted, or a record encrypted or similarly processed in whole or in part, by a person with the present intent to identify himself and adopt or accept a record. The term includes, without limitation, an electronic signature as defined in NRS 719.100.

(Added to NRS by 1999, 1601; A 2001, 101, 2724; 2003, 3122)

NRS 82.044 “Street address” defined. [Effective through June 30, 2008.] “Street address” of a resident agent means the actual physical location in this State at which a resident agent is available for service of process.

(Added to NRS by 1999, 1601)

NRS 82.044 “Street address” defined. [Effective July 1, 2008.] “Street address” of a registered agent means the actual physical location in this State at which a registered agent is available for service of process.

(Added to NRS by 1999, 1601; A 2007, 2658, effective July 1, 2008)

NRS 82.046 Construction of chapter. General terms and powers given in this chapter are not restricted by the use of special terms, or by any grant of special powers, contained in this chapter.

(Added to NRS by 1991, 1256)

NRS 82.051 Applicability of chapter; effect of chapter on corporations existing before October 1, 1991.

1. This chapter applies to the following corporations:

(a) Corporations organized in this State on or after October 1, 1991, pursuant to the provisions of this chapter.

(b) Corporations existing on October 1, 1991, which were organized pursuant to the following repealed statutes as they existed on September 30, 1991, and any predecessor acts:

(1) NRS 81.290 to 81.340, inclusive;

(2) NRS 81.350 to 81.400, inclusive;

(3) NRS 83.010 to 83.100, inclusive;

(4) NRS 85.010 to 85.070, inclusive; and

(5) NRS 86.010 to 86.190, inclusive.

(c) Except where the following statutes are inconsistent with the provisions of this chapter, corporations existing on October 1, 1991, which were organized pursuant to:

(1) NRS 81.170 to 81.270, inclusive; and

(2) NRS 81.410 to 81.540, inclusive.

(d) Corporations organized pursuant to the statutes described in paragraphs (b) and (c):

(1) Which seek to renew or revive a charter which was revoked on or before October 1, 1991, in the manner provided in this chapter; or

(2) Whose charters are renewed or revived in the manner provided in this chapter.

(e) Corporations having shares of stock organized before and existing on October 1, 1991, pursuant to any provision of chapter 81 of NRS which elect to accept this chapter as provided in NRS 82.056.

2. The existence of a corporation described in paragraphs (b) to (e), inclusive, of subsection 1 formed or existing before October 1, 1991, and any liability, cause of action, right, privilege or immunity validly existing in favor of or against any such corporation on October 1, 1991, are not affected, abridged, taken away or impaired by this chapter, or by any change in the requirements for the formation of corporations provided by this chapter, or by the amendment or repeal of any laws under which the corporation was formed or created.

(Added to NRS by 1991, 1256; A 1995, 1121)

NRS 82.056 Election of existing corporation to accept chapter: Eligibility; procedure. A corporation having shares of stock which was organized before October 1, 1991, pursuant to any provision of chapter 81 of NRS may elect to accept this chapter in the following manner:

1. If there are members or stockholders entitled to vote thereon, the board of directors must adopt a resolution recommending that the corporation accept this chapter and adopt new articles of incorporation conforming to this chapter and any other statutes pursuant to which the corporation may have been organized and directing that the question of such acceptance and adoption be submitted to a vote at an annual or special meeting of the members or stockholders entitled to vote thereon. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider electing to accept this chapter and adopting new articles of incorporation must be given to each member and stockholder entitled to vote at the meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. The election to accept this chapter and adopt new articles of incorporation require for adoption at least a majority of the votes which the members or stockholders present at the meeting in person or by proxy are entitled to cast.

2. If there are no members or stockholders entitled to vote thereon, election to accept this chapter and adopt new articles of incorporation conforming to the provisions of this chapter may be made at a meeting of the board of directors pursuant to majority vote of a quorum of the directors present at the meeting.

(Added to NRS by 1991, 1257; A 1993, 990)

NRS 82.061 Election of existing corporation to accept chapter: Filing requirements; contents.

1. A certificate of election to accept this chapter pursuant to NRS 82.056 must be signed by an officer of the corporation and must set forth:

(a) The name of the corporation.

(b) A statement by the corporation that it has elected to accept this chapter and adopt new articles of incorporation conforming to the provisions of this chapter and any other statutes pursuant to which the corporation may have been organized.

(c) If there are members or stockholders entitled to vote thereon, a statement setting forth the date of the meeting of the members or stockholders at which the election to accept this chapter and adopt new articles was made, that a quorum was present at the meeting and that acceptance and adoption was authorized by at least a majority of the votes which members or stockholders present at the meeting in person or by proxy were entitled to cast.

(d) If there are no members or stockholders entitled to vote thereon, a statement of that fact, the date of the meeting of the board of directors at which the election to accept and adopt was made, that a quorum was present at the meeting and that the acceptance and adoption were authorized by a majority vote of the directors present at the meeting.

(e) A statement that, in addition, the corporation followed the requirements of the law under which it was organized, its old articles of incorporation and its old bylaws so far as applicable in effecting the acceptance.

(f) A statement that the attached copy of the articles of incorporation of the corporation are the new articles of incorporation of the corporation.

(g) If the corporation has issued shares of stock, a statement of that fact including the number of shares theretofore authorized, the number issued and outstanding and that upon the effective date of the certificate of acceptance the authority of the corporation to issue shares of stock is thereby terminated.

2. The certificate so signed must be filed in the Office of the Secretary of State.

(Added to NRS by 1991, 1257; A 1993, 990; 1997, 710; 1999, 1601; 2003, 3122)

NRS 82.063 Election of board of directors of expired corporation to accept chapter: Eligibility; procedure; date of corporate existence. [Effective through June 30, 2008.]

1. The board of directors of a corporation without shares of stock which was organized before October 1, 1991, pursuant to any provision of chapter 81 of NRS or a predecessor statute and whose permissible term of existence as stated in the articles of incorporation has expired, may, within 10 years after the date of the expiration of its existence, elect to revive its charter and accept this chapter by adopting a resolution reviving the expired charter and adopting new articles of incorporation conforming to this chapter and any other statutes pursuant to which the corporation may have been organized. The new articles of incorporation need not contain the names, addresses, signatures or acknowledgments of the incorporators.

2. A certificate of election to accept this chapter pursuant to this section must be signed by an officer of the corporation and must set forth:

(a) The name of the corporation.

(c) A statement by the corporation that since the expiration of its charter it has remained organized and continued to carry on the activities for which it was formed and authorized by its original articles of incorporation and amendments thereto, and desires to continue through revival its existence pursuant to and subject to the provisions of this chapter.

(d) A statement that the attached copy of the articles of incorporation of the corporation are the new articles of incorporation of the corporation.

(e) A statement setting forth the date of the meeting of the board of directors at which the election to accept and adopt was made, that a quorum was present at the meeting and that the acceptance and adoption were authorized by a majority vote of the directors present at the meeting.

3. The certificate so signed and a certificate of acceptance of appointment signed by the resident agent of the corporation must be filed in the Office of the Secretary of State.

4. The new articles of incorporation become effective on the date of filing the certificate. The corporation’s existence continues from the date of expiration of the original term, with all the corporation’s rights, franchises, privileges and immunities and subject to all its existing and preexisting debts, duties and liabilities.

(Added to NRS by 1997, 709; A 1999, 607, 1602; 2003, 3122)

NRS 82.063 Election of board of directors of expired corporation to accept chapter: Eligibility; procedure; date of corporate existence. [Effective July 1, 2008.]

2. A certificate of election to accept this chapter pursuant to this section must be signed by an officer of the corporation and must set forth:

(a) The name of the corporation.

(d) A statement that the attached copy of the articles of incorporation of the corporation are the new articles of incorporation of the corporation.

(f) The information required pursuant to NRS 77.310.

3. The certificate so signed must be filed in the Office of the Secretary of State.

(Added to NRS by 1997, 709; A 1999, 607, 1602; 2003, 3122; 2007, 2658, effective July 1, 2008)

NRS 82.066 Election of existing and expired corporation to accept chapter: Effect. Upon filing a certificate of acceptance, the election of a corporation to accept this chapter is effective and the corporation has the powers and privileges and is subject to the duties, restrictions, penalties and liabilities given to and imposed upon the corporation by this chapter and by any other statutes pursuant to which it was created. The articles of incorporation attached to the certificate are thereafter the articles of incorporation of the corporation. The holders of shares of stock issued by the corporation are thereafter members of the corporation with one vote for each share of stock so surrendered, unless the articles so adopted and attached to the certificate provide otherwise.

(Added to NRS by 1991, 1258; A 1997, 711)

NRS 82.071 Limitations on eligibility to organize under chapter. No insurance company, stock fire insurance company, surety company, express company, trust company, stock savings and loan association, or corporation organized for the purpose of conducting a banking business may be organized under this chapter.

(Added to NRS by 1991, 1258)

NRS 82.076 Effect of amendment or repeal of chapter; chapter is part of corporation’s charter. Every corporation created under this chapter, or availing itself of any of the provisions of this chapter, and all members and delegates of the corporation are bound by any amendment of this chapter in the future, including the repeal of any provisions. The amendment or repeal of these provisions does not take away or impair any remedy against any corporation, or its officers, for any liability previously incurred. This chapter, and all amendments thereof, are a part of the charter of every corporation, except so far as they are inapplicable or inappropriate to the objects of the corporation.

(Added to NRS by 1991, 1258)

FORMATION

NRS 82.081 Filing requirements. [Effective through June 30, 2008.]

1. One or more natural persons may associate to establish a corporation no part of the income or profit of which is distributable to its members, directors or officers, except as otherwise provided in this chapter, for the transaction of any lawful business, or to promote or conduct any legitimate object or purpose, pursuant and subject to the requirements of this chapter, by:

(a) Signing and filing in the Office of the Secretary of State articles of incorporation; and

(b) Filing a certificate of acceptance of appointment, signed by the resident agent of the corporation, in the Office of the Secretary of State.

2. The Secretary of State shall require articles of incorporation to be in the form prescribed by NRS 82.086. If any articles are defective in this respect, the Secretary of State shall return them for correction.

(Added to NRS by 1991, 1258; A 1999, 1603; 2003, 3123)

NRS 82.081 Filing requirements. [Effective July 1, 2008.]

(Added to NRS by 1991, 1258; A 1999, 1603; 2003, 3123; 2007, 2659, effective July 1, 2008)

NRS 82.086 Articles of incorporation: Required provisions. [Effective through June 30, 2008.] The articles of incorporation must set forth:

1. The name of the corporation. A name appearing to be that of a natural person and containing a given name or initials must not be used as a corporate name except with an additional word or words such as “Incorporated,” “Inc.,” “Limited,” “Ltd.,” “Company,” “Co.,” “Corporation,” “Corp.,” or other word which identifies it as not being a natural person.

2. The name of the person designated as the corporation’s resident agent, his street address where he maintains an office for service of process, and his mailing address if different from the street address.

3. That the corporation is a nonprofit corporation.

4. The nature of the business, or objects or purposes proposed to be transacted, promoted or carried on by the corporation. It is sufficient to state, either alone or with other purposes, that the corporation may engage in any lawful activity, subject to expressed limitations, if any. Such a statement makes all lawful activities within the objects or purposes of the corporation.

5. The names and mailing or street addresses, residence or business, of the first board of directors or trustees, together with any desired provisions relative to the right to change the number of directors.

6. The names and mailing or street address, residence or business, of each of the incorporators signing the articles of incorporation.

(Added to NRS by 1991, 1259; A 1993, 991; 1995, 2105; 1999, 1603; 2003, 3123)

NRS 82.086 Articles of incorporation: Required provisions. [Effective July 1, 2008.] The articles of incorporation must set forth:

2. The information required pursuant to NRS 77.310.

3. That the corporation is a nonprofit corporation.

6. The names and mailing or street address, residence or business, of each of the incorporators signing the articles of incorporation.

(Added to NRS by 1991, 1259; A 1993, 991; 1995, 2105; 1999, 1603; 2003, 3123; 2007, 2659, effective July 1, 2008)

NRS 82.091 Articles of incorporation: Optional provisions. The articles of incorporation may also contain:

1. Any provision subordinating the corporation to the authority of a superior organization or any person, and providing for its dissolution when its charter is surrendered to, taken away by or revoked by the superior organization or any person granting it.

2. Any provision providing that, upon dissolution of the corporation and the payment of its debts and the provision for other matters as required by this chapter, the assets of the corporation must be distributed to the superior organization or any person.

3. Any provision allowing members or directors, or classes of members or directors, to have more or less than one vote in any election or any other matter presented to the members or directors for a vote.

4. Any provision allowing or providing for delegates with some or all the authority of members.

5. Any provision, not contrary to the laws of this State, for the management of the business and for the conduct of the affairs of the corporation, and any provision creating, defining, limiting or regulating the powers of the corporation or the rights, powers or duties of the directors, members, if any, or delegates, if any, or any class of members, delegates, or directors, or the holders of bonds or other obligations of the corporation.

(Added to NRS by 1991, 1259)

NRS 82.096 Name of corporation: Distinguishable name required; availability of name of revoked, merged or otherwise terminated corporation; regulations.

1. The name proposed for a corporation must be distinguishable on the records of the Secretary of State from the names of all other artificial persons formed, organized, registered or qualified pursuant to the provisions of this title that are on file in the Office of the Secretary of State and all names that are reserved in the Office of the Secretary of State pursuant to the provisions of this title. If a proposed name is not so distinguishable, the Secretary of State shall return the articles of incorporation containing it to the incorporator, unless the written, acknowledged consent of the holder of the name on file or reserved name to use the same name or the requested similar name accompanies the articles of incorporation.

2. For the purposes of this section and NRS 82.101, a proposed name is not distinguishable from a name on file or reserved name solely because one or the other contains distinctive lettering, a distinctive mark, a trademark or a trade name, or any combination of these.

3. The name of a corporation whose charter has been revoked, which has merged and is not the surviving entity or whose existence has otherwise terminated is available for use by any other artificial person.

4. The Secretary of State may adopt regulations that interpret the requirements of this section.

(Added to NRS by 1991, 1259; A 1993, 992; 1997, 2810; 1999, 1604)

NRS 82.101 Name of corporation: Reservation; injunctive relief.

1. The Secretary of State, when requested to do so, shall reserve, for a period of 90 days, the right to use any name available under NRS 82.096 for the use of any proposed corporation. During the period, a name so reserved is not available for use or reservation by any other artificial person forming, organizing, registering or qualifying in the Office of the Secretary of State pursuant to the provisions of this title without the written, acknowledged consent of the person at whose request the reservation was made.

2. The use by any other artificial person of a name in violation of subsection 1 or NRS 82.096 may be enjoined, even if the record under which the artificial person is formed, organized, registered or qualified has been filed by the Secretary of State.

(Added to NRS by 1991, 1260; A 1993, 992; 1999, 1604; 2003, 3124)

NRS 82.106 Articles of incorporation: Prohibited names and businesses; certification required before filing of certain articles or amendments. [Effective through December 31, 2007.]

1. Except as otherwise provided in this subsection, the Secretary of State shall not accept for filing pursuant to this chapter any articles of incorporation or any certificate of amendment of articles of incorporation of any corporation formed or existing pursuant to this chapter if the name of the corporation contains the words “trust,” “engineer,” “engineered,” “engineering,” “professional engineer” or “licensed engineer.” The provisions of this subsection concerning the use of the word “trust” do not apply to any corporation formed or existing pursuant to this chapter that is doing business solely as a community land trust.

2. The Secretary of State shall not accept for filing pursuant to this chapter any articles of incorporation or any certificate of amendment of articles of incorporation of any corporation formed or existing pursuant to this chapter if the name of the corporation contains the words “architect,” “architecture,” “registered architect,” “licensed architect,” “registered interior designer,” “registered interior design,” “residential designer,” “registered residential designer,” “licensed residential designer” or “residential design.”

3. The Secretary of State shall not accept for filing any articles of incorporation or any certificate of amendment of articles of incorporation of any corporation formed or existing under this chapter when it appears from the articles or the certificate of amendment that the business to be carried on by the corporation is subject to supervision by the Commissioner of Insurance.

4. The Secretary of State shall not accept for filing pursuant to this chapter any articles of incorporation or any certificate of amendment of articles of incorporation of any corporation formed or existing pursuant to this chapter if the name of the corporation contains the word “accountant,” “accounting,” “accountancy,” “auditor” or “auditing.”

5. The Secretary of State shall not accept for filing any articles of incorporation or any certificate of amendment of articles of incorporation of any corporation formed or existing pursuant to the laws of this State which provides that the name of the corporation contains the words “common-interest community,” “community association,” “master association,” “unit-owners’ association” or “homeowners’ association” or if it appears in the articles of incorporation or certificate of amendment that the purpose of the corporation is to operate as a unit-owners’ association pursuant to chapter 116 of NRS unless the Administrator of the Real Estate Division of the Department of Business and Industry certifies that the corporation has:

(a) Registered with the Ombudsman for Owners in Common-Interest Communities pursuant to NRS 116.31158; and

(b) Paid to the Administrator of the Real Estate Division the fees required pursuant to NRS 116.31155.

6. As used in this section:

(a) “Community land trust” means an organization that:

(1) Acquires parcels of land that are:

(I) Held in perpetuity; and

(II) Primarily for conveyance under long-term ground leases;

(2) Transfers ownership of any structural improvements located on the leased parcels to the lessees;

(3) When leasing parcels, retains as a condition of the lease a right to purchase any structural improvements at a price determined by a formula that is designed to ensure that the improvements remain affordable to low- and moderate-income persons in perpetuity; and

(4) Has its corporate membership open to any adult resident of a particular geographic area that is specified in the bylaws of the organization.

(b) “Ground lease” means a lease of land only.

(Added to NRS by 1991, 1260; A 1999, 1708; 2003, 20th Special Session, 53; 2005, 2627; 2007, 5, 94)

NRS 82.106 Articles of incorporation: Prohibited names and businesses; certification required before filing of certain articles or amendments. [Effective January 1, 2008.]

5. The Secretary of State shall not accept for filing any articles of incorporation or any certificate of amendment of articles of incorporation of any corporation formed or existing pursuant to the laws of this State which provides that the name of the corporation contains the words “common-interest community,” “community association,” “master association,” “unit-owners’ association” or “homeowners’ association” or if it appears in the articles of incorporation or certificate of amendment that the purpose of the corporation is to operate as a unit-owners’ association pursuant to chapter 116 or 116B of NRS unless the Administrator of the Real Estate Division of the Department of Business and Industry certifies that the corporation has:

(a) Registered with the Ombudsman for Owners in Common-Interest Communities and Condominium Hotels pursuant to NRS 116.31158 or 116B.625; and

(b) Paid to the Administrator of the Real Estate Division the fees required pursuant to NRS 116.31155 or 116B.620.

6. As used in this section:

(a) “Community land trust” means an organization that:

(1) Acquires parcels of land that are:

(I) Held in perpetuity; and

(II) Primarily for conveyance under long-term ground leases;

(2) Transfers ownership of any structural improvements located on the leased parcels to the lessees;

(4) Has its corporate membership open to any adult resident of a particular geographic area that is specified in the bylaws of the organization.

(b) “Ground lease” means a lease of land only.

(Added to NRS by 1991, 1260; A 1999, 1708; 2003, 20th Special Session, 53; 2005, 2627; 2007, 5, 94, 2283, effective January 1, 2008)

NRS 82.111 Commencement of corporate existence. [Effective through June 30, 2008.]

1. Upon the filing of the articles of incorporation and the certificate of acceptance pursuant to NRS 82.081, and the payment of the filing fees, the Secretary of State shall issue to the corporation a certificate that the articles, containing the required statement of facts, have been filed in his office. Upon the filing of the articles, the corporation is a body corporate, by the name set forth in the articles, subject to the forfeiture of its charter and dissolution as provided in this chapter.

2. The filing of the articles does not, by itself, constitute commencement of business by the corporation.

(Added to NRS by 1991, 1260)

NRS 82.111 Commencement of corporate existence. [Effective July 1, 2008.]

1. Upon the filing of the articles of incorporation pursuant to NRS 82.081 and the payment of the filing fees, the Secretary of State shall issue to the corporation a certificate that the articles, containing the required statement of facts, have been filed in his office. Upon the filing of the articles, the corporation is a body corporate, by the name set forth in the articles, subject to the forfeiture of its charter and dissolution as provided in this chapter.

2. The filing of the articles does not, by itself, constitute commencement of business by the corporation.

(Added to NRS by 1991, 1260; A 2007, 2660, effective July 1, 2008)

NRS 82.116 Acceptable evidence of incorporation. A copy of any articles of incorporation filed pursuant to this chapter, and certified by the Secretary of State under his official seal, must be received in all courts and places as prima facie evidence of the facts therein stated and of the existence and due incorporation of the corporation therein named.

(Added to NRS by 1991, 1261; A 1993, 993)

POWERS

NRS 82.121 General powers.

1. A corporation:

(a) Has all the rights, privileges and powers hereby conferred.

(b) Has such rights, privileges and powers as may be conferred upon corporations by any existing law.

(c) May at any time exercise those rights, privileges and powers, when not inconsistent with the provisions of this chapter, or with the purposes and objects for which the corporation is organized.

2. Every corporation, by virtue of its existence as such, may:

(a) Have succession by its corporate name for the period limited in its articles of incorporation, and when no period is limited, perpetually, or until it is dissolved and its affairs are wound up according to law.

(b) Sue and be sued in any court of law or equity.

(d) Hold, purchase and convey real and personal estate and mortgage or lease any such real and personal estate with its franchises. The power to hold real and personal estate includes the power to take it by devise or bequest in this State, or in any other state, territory or country.

(e) Appoint such officers and agents as the affairs of the corporation require, and allow them suitable compensation.

(f) Make bylaws not inconsistent with the Constitution or laws of the United States, or of this State, for the management, regulation and government of its affairs and property, the transfer of its memberships, if any, the transaction of its business, and the calling and holding of meetings of its members, if any, or delegates, if any.

(g) Wind up and dissolve itself, or be wound up or dissolved, in the manner mentioned in this chapter.

(Added to NRS by 1991, 1261; A 1993, 993)

NRS 82.126 Adoption and use of corporate seal or stamp.

1. Every corporation, by virtue of its existence as such, may adopt and use a common seal or stamp, and alter it at pleasure.

2. The use of a seal or stamp by a corporation on any corporate record is not necessary. The corporation may use a seal or stamp, if it desires, but use or failure to use does not in any way affect the legality of the record.

(Added to NRS by 1991, 1261; A 2003, 3124)

NRS 82.131 Specific powers. Subject to such limitations, if any, as may be contained in its articles, every corporation may:

1. Borrow money and contract debts when necessary for the transaction of its business, or for the exercise of its corporate rights, privileges or franchises, or for any other lawful purpose of its incorporation, issue bonds, promissory notes, drafts, debentures and other obligations and evidences of indebtedness, payable at a specified time or times, or payable upon the happening of a specified event or events, whether secured by mortgage, pledge or other security, or unsecured, for money borrowed, or in payment for property purchased or acquired, or for any other lawful object.

2. Guarantee, purchase, hold, take, obtain, receive, subscribe for, own, use, dispose of, sell, exchange, lease, lend, assign, mortgage, pledge or otherwise acquire, transfer or deal in or with bonds or obligations of, or shares, securities or interests in or issued by any person, government, governmental agency or political subdivision of government, and exercise all the rights, powers and privileges of ownership of such an interest, including the right to vote, if any.

3. Issue certificates evidencing membership and issue identity cards.

4. Make donations for the public welfare or for community funds, hospital, charitable, educational, scientific, civil, religious or similar purposes.

5. Levy dues, assessments and fees.

6. Purchase, take, receive, lease, take by gift, devise or bequest, or otherwise acquire, own, improve, use and otherwise deal in and with real or personal property, or any interest therein, wherever situated.

7. Carry on a business for profit and apply any profit that results from the business to any activity in which it may lawfully engage.

8. Participate with others in any partnership, joint venture or other association, transaction or arrangement of any kind, whether or not participation involves sharing or delegation of control with or to others.

9. Act as trustee under any trust incidental to the principal objects of the corporation, and receive, hold, administer, exchange and expend funds and property subject to the trust.

10. Pay reasonable compensation to officers, directors and employees, pay pensions, retirement allowances and compensation for past services, and establish incentive or benefit plans, trusts and provisions for the benefit of its officers, directors, employees, agents and their families, dependents and beneficiaries, and indemnify and buy insurance for a fiduciary of such a benefit or incentive plan, trust or provision.

11. Have one or more offices, and hold, purchase, mortgage and convey real and personal property in this State, and in any of the several states, territories, possessions and dependencies of the United States, the District of Columbia and any foreign countries.

12. Do everything necessary and proper for the accomplishment of the objects enumerated in its articles of incorporation, or necessary or incidental to the protection and benefit of the corporation, and, in general, to carry on any lawful business necessary or incidental to the attainment of the objects of the corporation, whether or not the business is similar in nature to the objects set forth in the articles of incorporation of the corporation, except that:

(a) A corporation does not, by any implication or construction, possess the power of issuing bills, notes or other evidences of debt for circulation of money; and

(b) This chapter does not authorize the formation of banking corporations to issue or circulate money or currency within this State, or outside of this State, or at all, except the federal currency, or the notes of banks authorized under the laws of the United States.

(Added to NRS by 1991, 1261)

NRS 82.136 Restrictions: Issuance of stock; pecuniary gain of members; distributions.

1. A corporation must not have or issue shares of stock.

2. A corporation must not be formed for a purpose involving pecuniary gain to its members.

3. A corporation must not distribute any gain, profits or dividends to any member, except as otherwise provided in this chapter or upon dissolution or final liquidation as provided in this chapter and in the corporation’s articles and bylaws.

(Added to NRS by 1991, 1270)

CORPORATE RECORDS

1. A corporation shall keep a copy of the following records at its registered office:

(a) A copy, certified by the Secretary of State, of its articles and all amendments thereto;

(b) A copy, certified by an officer of the corporation, of its bylaws and all amendments thereto;

(c) If the corporation has members, a members’ ledger or a duplicate members’ ledger, revised annually, containing the names, alphabetically arranged, of all persons who are members of the corporation, showing their places of residence, if known, and the class of membership held by each; or

(d) In lieu of the members’ ledger or duplicate members’ ledger specified in paragraph (c), a statement setting out the name of the custodian of the members’ ledger or duplicate members’ ledger, and the present and complete mailing or street address where the members’ ledger or duplicate members’ ledger specified in this section is kept.

2. A corporation must maintain the records required by subsection 1 in written form or in another form capable of conversion into written form within a reasonable time.

3. A director or any person who has been a member of record of a corporation for at least 6 months, or at least 5 percent of the members of the corporation, upon at least 5 days’ written demand, is entitled to inspect in person or by agent or attorney, during usual business hours, the members’ ledger or duplicate ledger, whether kept in the registered office or elsewhere as provided in paragraph (d) of subsection 1, and to make copies therefrom. Every corporation that neglects or refuses to keep the members’ ledger or duplicate copy thereof open for inspection, as required in this subsection, shall forfeit to the State the sum of $25 for every day of such neglect or refusal.

4. An inspection authorized by subsection 3 may be denied to a member or other person upon his refusal to furnish to the corporation an affidavit that the inspection is not desired for any purpose not relating to his interest as a member, including, but not limited to, those purposes set forth in subsection 6.

5. When the corporation keeps and maintains a statement in the manner provided for in paragraph (d) of subsection 1, the information contained thereon must be given to any director or member of such corporation as provided in subsection 2 when the demand is made during business hours. Every corporation that neglects or refuses to keep such statement available, as required in this subsection, shall forfeit to the State the sum of $25 for every day of such neglect or refusal.

6. It is a defense to any action to enforce the provisions of this section or for charges, penalties or damages under this section that the person suing has used or intends to use the list for any of the following purposes:

(a) To solicit money or property from the members unless the money or property will be used solely to solicit the votes of members;

(b) For any commercial purpose or purpose in competition with the corporation;

(d) For any other purpose not related to his interest as a member.

7. This section does not impair the power or jurisdiction of any court to compel the production for examination of the books of a corporation in any proper case.

8. In every instance where an attorney or other agent of the director or member seeks the right of inspection, the demand must be accompanied by a power of attorney signed by the director or member authorizing the attorney or other agent to inspect on behalf of the director or member.

9. The right to copy records under subsection 3 includes, if reasonable, the right to make copies by photographic, xerographic or other means.

10. The corporation may impose a reasonable charge, covering costs of labor, materials and copies of any records provided to the member or director.

(Added to NRS by 1991, 1265; A 2003, 3124)

NRS 82.183 List or statement to be maintained at registered office or principal place of business; requirement to assist in criminal investigation; failure to comply; regulations.

1. A corporation shall maintain at its registered office or principal place of business in this State:

(a) A current list of its owners of record; or

(b) A statement indicating where such a list is maintained.

2. The corporation shall:

(a) Provide the Secretary of State with the name and contact information of the custodian of the list described in subsection 1. The information required pursuant to this paragraph shall be kept confidential by the Secretary of State.

(b) Provide written notice to the Secretary of State within 10 days after any change in the information contained in the list described in subsection 1.

3. Upon the request of any law enforcement agency in the course of a criminal investigation, the Secretary of State may require a corporation to:

(a) Submit to the Secretary of State, within 3 business days, a copy of the list required to be maintained pursuant to subsection 1; or

(b) Answer any interrogatory submitted by the Secretary of State that will assist in the criminal investigation.

4. If a corporation fails to comply with any requirement pursuant to subsection 3, the Secretary of State may take any action necessary, including, without limitation, the suspension or revocation of the right of the corporation to transact business in this State.

5. The Secretary of State shall not reinstate or revive the right of a corporation to transact business in this State that was revoked or suspended pursuant to subsection 4 unless:

(a) The corporation complies with the requirements of subsection 3; or

(b) The law enforcement agency conducting the investigation advises the Secretary of State to reinstate or revive the right of the corporation to transact business in this State.

6. The Secretary of State may adopt regulations to administer the provisions of this section.

(Added to NRS by 2007, 1321)

NRS 82.186 Right of members and directors to inspect and copy records; denial of inspection; civil liability; defense to action for penalties or damages.

1. Any director or person authorized in writing by at least 15 percent of the members of the corporation upon at least 5 days’ written demand is entitled to inspect in person or by agent or attorney, during normal business hours, the books of account and all financial records of the corporation and to make extracts therefrom. The right of members and directors to inspect the corporate records may not be limited in the articles or bylaws of any corporation.

2. All costs for making extracts of records must be borne by the person exercising his rights under subsection 1.

3. The rights authorized by subsection 1 may be denied to a director or member upon his refusal to furnish the corporation an affidavit that such inspection, extracts or audit is not desired for any purpose not related to his interest in the corporation as a director or member. Any director or member or other person, exercising rights under subsection 1, who uses or attempts to use information, records or other data obtained from the corporation, for any purpose not related to his interest in the corporation as a director or member, is guilty of a gross misdemeanor.

4. A director or member who brings an action or proceeding to enforce any right under this section or to recover damages resulting from its denial:

(a) Is entitled to costs and reasonable attorney’s fees, if he prevails; or

(b) Is liable for such costs and fees, if he does not prevail, in the action or proceeding.

5. It is a defense to any action to enforce the provisions of this section or for damages or penalties under this section that the person seeking an inspection of the books of account and financial records, or extracts thereof, has used or intends to use any such accounts and records for any of the following reasons:

(a) For any commercial purpose or purpose in competition with the corporation;

(b) To sell to any person; or

6. The rights and remedies of this section are not available to members of any corporation that makes available at no cost to its members a detailed annual financial statement.

(Added to NRS by 1991, 1266; A 2003, 3125)

RESIDENT AGENT AND REGISTERED OFFICE; DIRECTORS AND OFFICERS

1. A corporation shall have a resident agent in the manner provided in NRS 78.090, 78.095, 78.097 and 78.110. The resident agent and the corporation shall comply with the provisions of those sections.

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

3. A corporation is subject to the provisions of NRS 78.150 to 78.185, inclusive, except that:

(a) The fee for filing a list is $25;

(b) The penalty added for default is $50; and

(Added to NRS by 1991, 1263; A 1993, 993; 1997, 2811; 2003, 20th Special Session, 53)

2. Upon notification from the Administrator of the Real Estate Division of the Department of Business and Industry that a corporation which is a unit-owners’ association as defined in NRS 116.011 or 116B.030 has failed to register pursuant to NRS 116.31158 or 116B.625 or failed to pay the fees pursuant to NRS 116.31155 or 116B.620, the Secretary of State shall deem the corporation to be in default. If, after the corporation is deemed to be in default, the Administrator notifies the Secretary of State that the corporation has registered pursuant to NRS 116.31158 or 116B.625 and paid the fees pursuant to NRS 116.31155 or 116B.620, the Secretary of State shall reinstate the corporation if the corporation complies with the requirements for reinstatement as provided in this section and NRS 78.180 and 78.185.

3. A corporation is subject to the provisions of NRS 78.150 to 78.185, inclusive, except that:

(a) The fee for filing a list is $25;

(b) The penalty added for default is $50; and

(Added to NRS by 1991, 1263; A 1993, 993; 1997, 2811; 2003, 20th Special Session, 53; 2007, 2283, effective January 1, 2008)

1. A corporation shall have a registered agent in the manner provided in NRS 78.090 and 78.097. The registered agent and the corporation shall comply with the provisions of those sections.

2. Upon notification from the Administrator of the Real Estate Division of the Department of Business and Industry that a corporation which is a unit-owners’ association as defined in NRS 116.011 or 116B.030 has failed to register pursuant to NRS 116.31158 or 116B.625 or failed to pay the fees pursuant to NRS 116.31155 or 116B.620, the Secretary of State shall deem the corporation to be in default. If, after the corporation is deemed to be in default, the Administrator notifies the Secretary of State that the corporation has registered pursuant to NRS 116.31158 or 116B.625 and paid the fees pursuant to NRS 116.31155 or 116B.620, the Secretary of State shall reinstate the corporation if the corporation complies with the requirements for reinstatement as provided in this section and NRS 78.180 and 78.185.

3. A corporation is subject to the provisions of NRS 78.150 to 78.185, inclusive, except that:

(a) The fee for filing a list is $25;

(b) The penalty added for default is $50; and

(Added to NRS by 1991, 1263; A 1993, 993; 1997, 2811; 2003, 20th Special Session, 53; 2007, 2283, 2660, effective July 1, 2008)

NRS 82.196 Board of directors or trustees: Number and qualifications of members. Every corporation must be managed by a board of directors or trustees, all of whom must be at least 18 years of age. Every corporation must have at least one director or trustee. All corporations may provide in their articles or bylaws for a fixed number of directors or a variable number of directors within a fixed minimum and maximum, and for the manner in which the number of directors may be increased or decreased. Unless otherwise provided in the articles, directors need not be members. The articles or bylaws may provide that some or all the directors or trustees must be chosen by specified persons or by public officials.

(Added to NRS by 1991, 1267; A 1993, 996)

NRS 82.198 Board of directors or trustees: Selection of members when corporation owns or leases mobile home park.

1. Notwithstanding any provision of law to the contrary, if a corporation for public benefit owns or leases a mobile home park:

(a) The board of directors or trustees which controls the mobile home park must be selected as set forth in NRS 461A.215; and

(b) The provisions of NRS 461A.215 govern the operation of the corporation and the mobile home park.

2. As used in this section:

(a) “Board of directors or trustees which controls the mobile home park” has the meaning ascribed to it in NRS 461A.215.

(b) “Owns or leases a mobile home park” has the meaning ascribed to it in NRS 461A.215.

(Added to NRS by 2005, 1604)

NRS 82.201 Board of directors or trustees: General powers.

1. Subject only to such limitations as may be provided by this chapter, or the articles, the board of directors or trustees has full control over the affairs of the corporation.

2. Unless otherwise provided in the articles and subject to the bylaws adopted by the members, if any, directors may make the bylaws of the corporation.

(Added to NRS by 1991, 1267)

NRS 82.206 Committees of board of directors: Designation; powers; names; membership.

1. Unless otherwise provided in the articles or bylaws, the board of directors may designate one or more committees which, to the extent provided in the resolution or resolutions or in the bylaws, have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, and may have power to authorize the seal of the corporation to be affixed to all papers on which the corporation desires to place a seal.

2. The committee or committees may have such name or names as may be stated in the bylaws or as may be determined from time to time by resolution adopted by the board of directors.

3. Each committee must have at least one director. Unless it is otherwise provided in the articles or bylaws, the board of directors may appoint natural persons who are not directors to serve on the committees.

4. No such committee may:

(a) Amend, alter or repeal the bylaws;

(b) Elect, appoint or remove any member of any such committee or any director or officer of the corporation;

(d) Authorize the sale, lease or exchange of all of the property and assets of the corporation;

(e) Authorize the voluntary dissolution of the corporation or revoke proceedings therefor;

(f) Adopt a plan for the distribution of the assets of the corporation; or

(g) Amend, alter or repeal any resolution of the board of directors unless it provides by its terms that it may be amended, altered or repealed by a committee.

(Added to NRS by 1991, 1267)

NRS 82.211 Officers of corporation: Selection; terms; duties.

1. Every corporation must have a president or a chairman of the board, a secretary and a treasurer.

2. Every corporation may also have one or more vice presidents, assistant secretaries and assistant treasurers, and such other officers and agents as may be deemed necessary.

3. All officers must be natural persons and must be chosen in such manner, hold their offices for such terms and have such powers and duties as may be prescribed by the bylaws or determined by the board of directors.

4. An officer holds office after the expiration of his term until a successor is chosen or until his resignation or removal before the expiration of his term. A failure to elect officers does not require the corporation to be dissolved. Any vacancy occurring in an office of the corporation by death, resignation, removal or otherwise, must be filled as the bylaws provide, or in the absence of such a provision, by the board of directors.

5. Any natural person may hold two or more offices.

(Added to NRS by 1991, 1268; A 1993, 997)

NRS 82.216 Authority of directors and representatives of corporation.

1. The statement in the articles or bylaws of the objects, purposes, powers and authorized business of the corporation constitutes, as between the corporation and its directors, officers or members, an authorization to the directors and a limitation upon the actual authority of the representatives of the corporation. These limitations may be asserted in a proceeding by a director or a member entitled to vote for the election of directors or the Attorney General to enjoin the doing or continuation of unauthorized business by the corporation or its officers, or both, in cases where third parties have not acquired rights thereby, or to dissolve the corporation, or in a proceeding by the corporation, a director or a member entitled to vote for the election of directors suing in a representative suit against the officers or directors of the corporation for violation of their authority.

2. No limitation upon the business, purposes or powers of the corporation or upon the powers of the members, officers or directors, or the manner of exercise of such powers, contained in or implied by the articles or bylaws may be asserted as between the corporation, the directors or members and any third person.

3. Any contract or conveyance, otherwise lawful, made in the name of a corporation, which is authorized or ratified by the directors, or is done within the scope of the authority, actual or apparent, given by the directors, binds the corporation, and the corporation acquires rights thereunder, whether the contract is signed or is wholly or in part executory.

(Added to NRS by 1991, 1268; A 2003, 3126)

NRS 82.221 Directors and officers: Exercise of powers and performance of duties; personal liability.

1. Directors and officers shall exercise their powers in good faith and with a view to the interests of the corporation.

2. In performing their respective duties, directors and officers are entitled to rely on information, opinions, reports, books of account or statements, including financial statements and other financial data, that are prepared or presented by:

(a) One or more directors, officers or employees of the corporation reasonably believed to be reliable and competent in the matters prepared or presented;

(b) Counsel, public accountants or other persons as to matters reasonably believed to be within the preparer or presenter’s professional or expert competence; or

(c) A committee upon which the person relying thereon does not serve, established in accordance with NRS 82.206 as to matters within the committee’s designated authority and matters on which the committee is reasonably believed to merit confidence,

Ê but a director or officer is not entitled to rely on such information, opinions, reports, books of account or statements if he has knowledge concerning the matter in question that would cause reliance thereon to be unwarranted.

3. A director or officer must not be found to have failed to exercise his powers in good faith and with a view to the interests of the corporation unless it is proved by clear and convincing evidence that he has not acted in good faith and in a manner reasonably believed by him to be with a view to the interests of the corporation.

4. Except as otherwise provided in the articles of incorporation or NRS 82.136 and 82.536 and chapter 35 of NRS, no action may be brought against an officer or director of a corporation based on any act or omission arising from failure in his official capacity to exercise due care regarding the management or operation of the corporation unless the act or omission involves intentional misconduct, fraud or knowing violation of the law.

5. The articles of incorporation may impose greater liability on a director or officer of a corporation than that imposed by subsection 4.

(Added to NRS by 1991, 1269; A 1993, 997)

NRS 82.226 Restrictions on transactions involving interested directors or officers; compensation of directors.

1. No contract or other transaction between a corporation and one or more of its directors or officers, or between a corporation and any corporation, firm or association in which one or more of its directors or officers are directors or officers or are financially interested, is void or voidable solely for this reason or solely because any such director or officer is present at the meeting of the board of directors or a committee thereof which authorizes or approves the contract or transaction, or because the vote or votes of common or interested directors are counted for such purpose, if the circumstances specified in any of the following paragraphs exist:

(a) The fact of the common directorship, office or financial interest is disclosed or known to the board of directors or committee and noted in the minutes, and the board or committee authorizes, approves or ratifies the contract or transaction in good faith by a vote sufficient for the purpose without counting the vote or votes of the common or interested director or directors.

(b) The fact of the common directorship, office or financial interest is disclosed or known to the members, if any, and they approve or ratify the contract or transaction in good faith by a vote sufficient for the purpose. The votes of the common or interested directors or officers must be counted in any such vote of members.

(c) The fact of the common directorship or financial interest is not disclosed or known to the director or officer at the time the transaction is brought before the board of directors of the corporation for action.

(d) The contract or transaction is fair as to the corporation at the time it is authorized or approved.

2. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or a committee thereof which authorizes, approves or ratifies a contract or transaction, and if the votes of the common or interested directors are not counted at the meeting, then a majority of the disinterested directors may authorize, approve or ratify a contract or transaction.

3. Unless otherwise provided in the articles or the bylaws, the board of directors may fix the compensation of directors for services in any capacity.

(Added to NRS by 1991, 1269; A 1993, 998, 999)

MEMBERS

NRS 82.231 Powers of corporation; classes, qualifications and rights of members; term of membership.

1. A corporation may have one or more classes of members or may have no members. In the absence of a provision in its articles or bylaws providing for members, a corporation has no members.

2. A corporation may admit any person as a member. The articles or bylaws may establish criteria or procedures for admission. A person may not be admitted as a member without his express or implied consent. For the purposes of this subsection and unless otherwise provided in a corporation’s articles or bylaws, consent includes, but is not limited to:

(a) Contracting for or acceptance of products or services from the corporation;

(b) Acceptance of benefits of membership knowing that the benefits are available only to members; or

Ê If the articles or bylaws provide that a person who contributes to the corporation is a member, a contribution is consent.

3. Except as provided in its articles or bylaws, a corporation may admit members for no consideration or for consideration, as is determined by the board.

4. Members are of one class unless the articles establish, or authorize the board or members to establish, more than one class. Members are entitled to vote and have equal rights and preferences in matters not otherwise provided for by the board or members, unless and to the extent that the articles or bylaws have fixed or limited the rights and preferences of members or different classes of members or provide for nonvoting members. The articles or bylaws may fix the term of membership.

5. A corporation may issue certificates showing membership in the corporation.

(Added to NRS by 1991, 1270)

NRS 82.236 Transfer of membership.

1. Except as otherwise provided in the articles or bylaws, a member of a corporation may not transfer a membership or a right arising from it.

2. Where rights of transfer have been provided, a restriction on them is not binding with respect to a member holding a membership issued before the adoption of the restriction unless the restriction is approved by the members and the affected member.

(Added to NRS by 1991, 1271)

NRS 82.241 Personal liability of members; imposition of dues, assessments or fees.

1. A member of a corporation is not, as such, personally liable for the acts, debts, liabilities or obligations of the corporation.

2. When authority to do so is conferred by the articles or bylaws and subject to any limitations contained in the articles or bylaws, a corporation may levy dues, assessments or fees upon its members. The dues, assessments or fees may be imposed upon all classes of members alike or differently upon different classes of members. Members of one or more classes may be exempted.

3. A corporation in its articles or bylaws may:

(a) Fix the amount of the levy and the method of collection of dues, assessments or fees; or

(b) Authorize the directors to fix the amount from time to time and determine the methods of collection.

4. A corporation in its articles and bylaws may provide for:

(a) The enforcement or collection of dues, assessments or fees;

(b) The cancellation of membership, on reasonable notice, for nonpayment of dues, assessments or fees; and

(Added to NRS by 1991, 1271)

NRS 82.246 Resignation.

1. Except as otherwise provided in subsection 2, and unless otherwise provided in its articles or bylaws, a member of a corporation may resign at any time. The resignation of a member does not relieve the member from any obligations he may have to the corporation for dues, assessments or fees or charges for goods or services. No member may avoid liability for dues, assessments, fees or charges by resigning if the member owes them as a condition of or by reason of the ownership of an interest in real property.

2. Unless otherwise provided in its articles or bylaws, no member of a corporation, including, but not limited to, a cooperative corporation, which supplies services described in chapter 704 of NRS to its members only, and no person who is a member of a corporation as a condition of or by reason of the ownership of an interest in real property, may resign pursuant to subsection 1.

(Added to NRS by 1991, 1271)

NRS 82.251 Expulsion of member; suspension or termination of membership.

1. A member may not be expelled or suspended, and a membership may not be terminated or suspended, except pursuant to a procedure that is fair and reasonable and is carried out in good faith. This section does not apply to the termination of a membership at the end of a fixed term.

2. A procedure is fair and reasonable when it is fair and reasonable taking into consideration all of the relevant facts and circumstances. In addition, a procedure is fair and reasonable if it provides:

(a) Not less than 15 days’ prior written notice of the expulsion, suspension or termination, and the reasons for it; and

(b) An opportunity for the member to be heard, orally or in writing, not less than 5 days before the effective date of the expulsion, suspension or termination by a person authorized to decide that the proposed expulsion, termination or suspension not take place.

3. A proceeding challenging an expulsion, suspension or termination, including a proceeding in which defective notice is alleged, must be begun within 1 year after the effective date of the expulsion, suspension or termination.

4. The expulsion or suspension of a member, or termination of a membership, does not relieve the member from obligations he may have to the corporation for dues, assessments or fees or charges for goods or services.

(Added to NRS by 1991, 1272)

NRS 82.256 Purchase of membership by corporation. If authorized in its articles or bylaws, a corporation may buy the membership of a member who resigns or whose membership is terminated, for the amount and pursuant to the conditions in the articles or bylaws.

(Added to NRS by 1991, 1272)

NRS 82.261 Delegates. A corporation may provide in its articles or bylaws for delegates having some or all the authority of members. The articles or bylaws may set forth provisions relating to:

1. The characteristics, qualifications, rights and limitations of representation, the geographical areas or districts delegates may represent, and the obligations of the delegates, including their selection and removal;

2. Calling, giving notice of, holding, and conducting meetings of delegates; and

3. Carrying on corporate activities during and between meetings of delegates.

(Added to NRS by 1991, 1272)

MEETINGS, ELECTIONS, VOTING AND NOTICE

NRS 82.266 Place of members’, delegates’ and directors’ meetings. Meetings of members, if any, delegates, if any, and directors of any corporation may be held within or without this State, in the manner provided by the articles or bylaws of the corporation. The articles or bylaws may designate any place or places where the members’ or directors’ meetings may be held.

(Added to NRS by 1991, 1272)

NRS 82.271 Meetings of board of directors or delegates: Quorum; consent to action taken without meeting; participation by telephone or similar method.

1. Unless the articles or the bylaws provide for a different proportion, a majority of the board of directors or delegates of the corporation, at a meeting duly assembled, is necessary to constitute a quorum for the transaction of business at their respective meetings, and the act of a majority of the directors or delegates present at a meeting at which a quorum is present is the act of the board of directors or delegates.

2. Unless otherwise restricted by the articles or bylaws, any action required or permitted to be taken at any meeting of the board of directors or the delegates or of any committee thereof may be taken without a meeting if, before or after the action, a written consent thereto is signed by a majority of the board of directors or the delegates or of such committee. If the vote of a different proportion of the directors or delegates is required for an action, then the different proportion of written consents is required.

3. Unless otherwise restricted by the articles or bylaws, members of the board of directors, the delegates or any committee designated by the board or the delegates may participate in a meeting by means of a telephone conference or similar method of communication by which all persons participating in the meeting can hear each other. Participating in a meeting pursuant to this subsection constitutes presence in person at the meeting.

(Added to NRS by 1991, 1272; A 1993, 1000; 1997, 711)

NRS 82.276 Consent of members in lieu of meeting.

1. Unless otherwise provided in the articles or bylaws, any action which may be taken by the vote of members at a meeting may be taken without a meeting if authorized by the written consent of members holding at least a majority of the voting power, except that:

(a) If any greater proportion of voting power is required for such an action at a meeting, then the greater proportion of written consents is required; and

(b) This general provision for action by written consent does not supersede any specific provision for action by written consent contained in this chapter.

2. In no instance where action is authorized by written consent need a meeting of members be called or notice given.

3. Unless otherwise restricted by the articles or bylaws, members may participate in a meeting by means of a telephone conference or similar method of communication by which all persons participating in the meeting can hear each other. Participating in a meeting pursuant to this subsection constitutes presence in person at the meeting.

(Added to NRS by 1991, 1273; A 1993, 1000; 1997, 712)

NRS 82.281 Actions at meetings not regularly called: Consent, ratification and approval.

1. Whenever all persons entitled to vote at any meeting, whether of directors, trustees, delegates or members, consent by:

(a) A writing on the records of the meeting or filed with the secretary;

(b) Presence at the meeting and oral consent entered on the minutes; or

Ê the actions taken at the meeting are as valid as if they had been taken at a meeting which was regularly called after notice was given.

2. At the meeting any business may be transacted which is not excepted from the written consent or to the consideration of which no objection for want of notice is made at the time.

3. If any meeting is irregular for want of notice or of consent, if a quorum was present at the meeting, the proceedings of the meeting may be ratified and approved and rendered likewise valid and the irregularity or defect waived by a writing signed by all persons having the right to vote at the meeting.

4. Unless otherwise provided in the articles or bylaws, the consent or approval of delegates or members may be by proxy or attorney, but all such proxies and powers of attorney must be in writing.

(Added to NRS by 1991, 1273)

NRS 82.286 Election of directors and delegates; classification of directors.

1. If a corporation has members entitled to vote for the election of directors, or for the election of delegates who vote for the election of directors, unless elected pursuant to NRS 82.271 or 82.276, and subject to subsection 2, the directors or delegates of every corporation must be chosen at the annual meeting of the members or delegates, to be held on a date and at a time and in the manner provided for in the bylaws, by a plurality of the votes cast at the election. If for any reason the directors are not elected pursuant to NRS 82.271 or 82.276 or at the annual meeting of the members or delegates, they may be elected at any special meeting of the members which is called and held for that purpose.

2. The articles or bylaws may provide for the classification of directors as to their respective terms of office, their election by one or more authorized classes or series of members or delegates, their election by members or delegates in geographic areas, districts or precincts, and their election annually by ballot instead of at an annual meeting.

(Added to NRS by 1991, 1274; A 1993, 1000)

NRS 82.291 Meetings of members or delegates: Quorum. Unless otherwise provided in the articles or bylaws, a quorum for a meeting of members is 10 percent of the voting power of the members entitled to vote and a quorum for a meeting of delegates is a majority of the voting power of the delegates. An amendment to the bylaws to increase the quorum required for any action by the members or delegates must be approved by the members.

(Added to NRS by 1991, 1274; A 1993, 1001)

NRS 82.296 Directors: Removal; filling of vacancies.

1. Any director may be removed from office by the vote of members, if any, representing not less than a majority of the voting power of the members entitled to vote for the election of the director being removed or a majority of the voting power of the members entitled to vote for delegates who vote for the election of the director being removed, but:

(a) In case of corporations which have provided in their articles or bylaws for the election of directors by cumulative voting, no director may be removed from office under the provisions of this section except upon the vote of members holding sufficient voting power to have prevented his election to office in the first instance; and

(b) The articles or bylaws may require the concurrence of a larger percentage of the members entitled to voting power in order to remove a director.

2. If there are no members entitled to vote for the election of directors or entitled to vote for delegates who vote for the election of directors, any director may be removed from office by a majority vote of those directors entitled to vote for the director being removed.

3. Except as otherwise provided in the articles or bylaws, a director appointed by public officials or other persons specified in the articles or bylaws may be removed with or without cause by a written notice from the person or public official who appointed the director being removed, delivered to the chairman of the board or president of the corporation. The vacancy created may be filled by that public officer or other person.

4. Except as provided in subsection 3, all vacancies, including those caused by an increase in the number of directors, may be filled by a majority of the remaining directors, though less than a quorum, unless it is otherwise provided in the articles or bylaws.

5. Unless otherwise provided in the articles or bylaws, when one or more directors give notice of his or their resignation to the board, effective at a future date, the board may fill the vacancy or vacancies to take effect when the resignation or resignations become effective. Each director so appointed holds office during the remainder of the term of office of the resigning director or directors.

(Added to NRS by 1991, 1274)

NRS 82.301 Effect of failure to elect director on designated day. If the directors are not elected on the day designated for the purpose, the corporation is not for that reason dissolved, but every director continues to hold his office and shall discharge his duties until his successor has been elected.

(Added to NRS by 1991, 1275)

NRS 82.306 Election of directors by order of court upon failure of regular election. [Effective through June 30, 2008.]

1. If any corporation fails to elect directors within 18 months after the last election of directors required by NRS 82.286, the district court has jurisdiction in equity, upon application of any one or more of the members of the corporation representing 10 percent of the voting power of the members entitled to vote for the election of directors or for the election of delegates who are entitled to elect directors, or 50 members, whichever is less, to order the election of directors as required by NRS 82.286.

2. The application must be made by petition filed in the county where the registered office of the corporation is located and must be brought on behalf of all members desiring to be joined therein. Such notice must be given to the corporation and the members as the court may direct.

(Added to NRS by 1991, 1275; A 1993, 1001)

NRS 82.306 Election of directors by order of court upon failure of regular election. [Effective July 1, 2008.]

2. The application must be made by petition filed in the county where the principal office of the corporation is located or, if the principal office is not located in this State, in Carson City, and must be brought on behalf of all members desiring to be joined therein. Such notice must be given to the corporation and the members as the court may direct.

(Added to NRS by 1991, 1275; A 1993, 1001; 2007, 2660, effective July 1, 2008)

NRS 82.311 Provisional director: Appointment; qualifications; rights and powers; removal.

1. Any director or one-third of the members may apply to the district court to appoint one person to be a provisional director when the business of the corporation is suffering or is threatened with irreparable injury because the directors are so divided respecting the management of the affairs of the corporation that the required vote for action by the board of directors cannot be obtained and the members, if any, are unable to terminate this division.

2. A provisional director must be an impartial person, who is neither a member nor a creditor of the corporation, nor related by consanguinity or affinity within the third degree according to the common law to any of the other directors of the corporation. A provisional director has all the rights and powers of a director until the provisional director is removed by order of the court or by approval of one-third of the members, if any, or majority of the directors, not counting the provisional director. The provisional director is entitled to compensation as fixed by the court unless otherwise agreed with the corporation.

(Added to NRS by 1991, 1275)

NRS 82.316 Determination of members entitled to notice of and to vote at meeting; fixing of date when members entitled to give consent in lieu of meeting.

1. Unless contrary provisions are contained in the articles or bylaws, the directors may prescribe a period not exceeding 60 days before any meeting of the members during which no transfer of memberships on the books of the corporation may be made, or may fix a day not more than 60 days before the holding of any meeting of members as the day as of which members entitled to notice of and to vote at the meeting must be determined. Only members of record on that day are entitled to notice or to vote at the meeting.

2. The directors may adopt a resolution prescribing a date upon which the members of record are entitled to give written consent pursuant to NRS 82.276. The date prescribed by the directors may not precede nor be more than 10 days after the date the resolution is adopted by the directors. If the directors do not adopt a resolution prescribing a date upon which the members of record are entitled to give written consent pursuant to NRS 82.276 and:

(a) No prior action by the directors is required by this chapter, the date is the first date on which a valid written consent is delivered in accordance with the provisions of NRS 82.276.

(b) Prior action by the directors is required by this chapter, the date is at the close of business on the day on which the directors adopt the resolution taking the required action.

(Added to NRS by 1991, 1275)

NRS 82.321 Members’ proxies.

1. At any meeting of the members of any corporation, any member may designate another person or persons to act as a proxy or proxies. If a member designates two or more persons to act as proxies, a majority of those persons present at the meeting, or, if only one is present, then that one, have and may exercise all of the powers conferred by the member upon all of the persons so designated unless the member provides otherwise.

2. Without limiting the manner in which a member may authorize another person or persons to act for him as proxy pursuant to subsection 1, the following constitutes valid means by which a member may grant such authority:

(a) A member may sign a writing authorizing another person or persons to act for him as proxy.

(b) A member may authorize another person or persons to act for him as proxy by transmitting or authorizing the transmission of a telegram, cablegram or other means of electronic transmission to the person who will be the holder of the proxy or to a firm which solicits proxies, or like agent authorized by the person who will be the holder of the proxy to receive the transmission. Any such telegram, cablegram or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the member. If it is determined that the telegram, cablegram or other electronic transmission is valid, the persons appointed by the corporation to count the votes of members and determine the validity of proxies and ballots or other persons making those determinations must specify the information upon which they relied.

3. Any copy, communication by telecopier, or other reliable reproduction of the writing or transmission created pursuant to subsection 2 may be substituted for the original writing or transmission for any purpose for which the original writing or transmission could be used, if the copy, communication by telecopier, or other reproduction is a complete reproduction of the entire original writing or transmission.

4. No such proxy is valid after the expiration of 6 months from the date of its creation, unless coupled with an interest, or unless the member specifies in it the length of time for which it is to continue in force, which may not exceed 7 years from the date of its creation. Subject to these restrictions, any proxy properly created is not revoked and continues in full force and effect until another instrument or transmission revoking it or a properly created proxy bearing a later date is filed with or transmitted to the secretary of the corporation or another person or persons appointed by the corporation to count the votes of members and determine the validity of proxies and ballots.

(Added to NRS by 1991, 1276; A 2003, 3127)

NRS 82.326 Action of members by written ballot in lieu of meeting.

1. Except as otherwise provided in subsection 5 and unless prohibited or limited by the articles or bylaws, an action that may be taken at a regular or special meeting of members, including the election of directors, may be taken without a meeting if the corporation mails or delivers a written ballot to every member entitled to vote on the matter.

2. A written ballot must:

(a) Set forth each proposed action or candidate; and

(b) Provide an opportunity to vote for or against each proposed action.

3. Approval by written ballot under this section is valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

4. Solicitations for votes by written ballot must:

(a) Indicate the number of responses needed to meet the requirement of a quorum;

(b) State the percentage of approvals necessary to approve each matter other than election of directors; and

5. Except as otherwise provided in the articles or bylaws, a written ballot may not be revoked.

6. Nothing in this section shall be construed to restrict the rights of a corporation to act as provided in NRS 82.276.

(Added to NRS by 1991, 1277; A 2003, 3127)

NRS 82.331 Cumulative voting. The articles or bylaws of any corporation may provide that at all elections of directors of the corporation each member having a right to elect directors at the meeting is entitled to as many votes as equal the number of his memberships multiplied by the number of directors to be elected, and that he may cast all of his membership votes for a single director or may distribute them among the number to be voted for or any two or more of them, as he may see fit. In order to exercise the right of cumulative voting, one or more of the members calling or requesting a vote by cumulative voting must give notice before the vote to the president or secretary of the corporation that the member desires that the voting for the election of directors be cumulative.

(Added to NRS by 1991, 1277)

NRS 82.336 Delegates and members: Special meetings; notices.

1. A corporation having members entitled to vote on the matter involved must hold a special meeting of delegates or members if:

(a) The board of directors or persons authorized to do so by the articles or bylaws demand such a meeting; or

(b) At least 5 percent of the members demand such a meeting.

Ê The demand must state the purpose for the meeting. Those making the demand on the corporation must sign, date and deliver their demand to the president, chairman of the board or the treasurer of the corporation. The corporation must then immediately give notice of a special meeting of delegates or members as set forth in subsections 2 to 7, inclusive.

2. Whenever under the provisions of this chapter delegates or members are required or authorized to take any action at a meeting, the notice of the meeting must be in writing and signed by the president or the chairman of the board or a vice president, or the secretary, or an assistant secretary, or by such other person or persons as the bylaws may prescribe or permit or the directors designate.

3. The notice must state the purpose or purposes for which the meeting is called and the time when, and the place, which may be within or without this State, where it is to be held.

4. A copy of the notice must be delivered personally, or must be mailed postage prepaid, to each delegate or member, as the case may be, entitled to vote at the meeting not less than 10 nor more than 60 days before such meeting. If mailed, it must be directed to the person at his address as it appears upon the records of the corporation. Upon the mailing of any notice the service thereof is complete, and the time of the notice begins to run from the date upon which the notice is deposited in the mail for transmission to the person. Personal delivery of the notice to any officer of a corporation or association, or to any member of a partnership, constitutes delivery of the notice to the corporation, association or partnership.

5. The articles or bylaws may require that the notice be also published in one or more newspapers.

6. Notice duly delivered or mailed to a delegate or member in accordance with the provisions of this section and the provisions, if any, of the articles or bylaws is sufficient, and in the event of the transfer of a membership after the delivery or mailing and before the holding of the meeting it is not necessary to deliver or mail notice of the meeting to the transferee.

7. Any delegate or member may waive notice of any meeting by a writing signed by him, or his duly authorized attorney, either before or after the meeting.

8. Unless otherwise provided in the articles or bylaws, whenever notice is required to be given, under any provision of this chapter or the articles or bylaws of any corporation, to any member to whom notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting to him during the period between those two consecutive annual meetings, have been mailed addressed to him at his address as shown on the records of the corporation and have been returned undeliverable, the giving of further notices to him is not required. Any action or meeting taken or held without notice to that person has the same force and effect as if the notice had been given. If any such person delivers to the corporation a written notice setting forth his current address, the requirement that notice be given to him is reinstated. If the action taken by the corporation is such as to require the filing of a certificate under any of the other sections of this title, the certificate need not state that notice was not given to persons to whom notice was not required to be given pursuant to this subsection.

(Added to NRS by 1991, 1277; A 1993, 1001)

NRS 82.341 Waiver of notice. Whenever any notice is required to be given under the provisions of this chapter, a waiver thereof in writing, signed by the person or persons entitled to the notice, whether before or after the time stated therein, is equivalent thereto.

(Added to NRS by 1991, 1278)

AMENDMENT AND RESTATEMENT OF ARTICLES OF INCORPORATION

NRS 82.346 Amendment of articles before first meeting of directors.

1. If the first meeting of the directors has not taken place and if there are no members, a majority of the incorporators of a corporation may amend the original articles by signing and proving in the manner required for original articles, and filing with the Secretary of State a certificate amending, modifying, changing or altering the original articles, in whole or in part. The certificate must state that:

(a) The signers thereof are a majority of the original incorporators of the corporation; and

(b) As of the date of the certification, no meeting of the directors has taken place and the corporation has no members other than the incorporators.

2. A certificate filed pursuant to this section is effective upon filing the certificate with the Secretary of State or upon a later date specified in the certificate, which must not be more than 90 days after the certificate is filed.

3. This section does not permit the insertion of any matter not in conformity with this chapter.

4. The Secretary of State shall charge the fee allowed by law for filing the amended certificate of incorporation.

(Added to NRS by 1991, 1279; A 1993, 1002; 1999, 1605; 2001, 1382, 3199; 2003, 3128; 2005, 2187)

NRS 82.351 Amendment of articles: Scope of amendments.

1. A corporation whose directors have held a first meeting or which has members who are not incorporators may amend its articles in any of the following respects:

(a) By addition to its corporate powers and purposes, or diminution thereof, or both.

(b) By substitution of other powers and purposes, in whole or in part, for those prescribed by its articles of incorporation.

(d) By making any other change or alteration in its articles of incorporation that may be desired.

2. All such changes or alterations may be effected by one certificate of amendment. Articles so amended, changed or altered may contain only such provisions as it would be lawful and proper to insert in original articles, pursuant to NRS 82.086 and 82.091 or the other statutes governing the contents of the corporation’s articles, if the original articles were signed and filed at the time of making the amendment.

(Added to NRS by 1991, 1279; A 1993, 1003; 1999, 1605; 2003, 3128)

NRS 82.356 Amendment of articles: Procedure. [Effective through June 30, 2008.]

1. Each amendment adopted pursuant to the provisions of NRS 82.351 must be made in the following manner:

(a) The board of directors must adopt a resolution setting forth the amendment proposed, approve it and, if the corporation has members entitled to vote on an amendment to the articles, call a meeting, either annual or special, of the members. The amendment must also be approved by each public official or other person whose approval of an amendment of articles is required by the articles.

(b) At the meeting of members, of which notice must be given to each member entitled to vote pursuant to the provisions of this section, a vote of the members entitled to vote in person or by proxy must be taken for and against the proposed amendment. A majority of a quorum of the voting power of the members or such greater proportion of the voting power of members as may be required in the case of a vote by classes, as provided in subsection 3, or as may be required by the articles, must vote in favor of the amendment.

(c) Upon approval of the amendment by the directors, or if the corporation has members entitled to vote on an amendment to the articles, by both the directors and those members, and such other persons or public officers, if any, as are required to do so by the articles, an officer of the corporation must sign a certificate setting forth the amendment, or setting forth the articles as amended, that the public officers or other persons, if any, required by the articles have approved the amendment, and the vote of the members and directors by which the amendment was adopted.

(d) The certificate so signed must be filed in the Office of the Secretary of State.

3. If any proposed amendment would alter or change any preference or any relative or other right given to any class of members, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of a majority of a quorum of the voting power of each class of members affected by the amendment regardless of limitations or restrictions on their voting power.

4. In the case of any specified amendments, the articles may require a larger vote of members than that required by this section.

(Added to NRS by 1991, 1279; A 1993, 1003; 1999, 1605; 2003, 3129; 2003, 20th Special Session, 54; 2005, 2187)

NRS 82.356 Amendment of articles: Procedure. [Effective July 1, 2008.]

1. Except as otherwise provided in NRS 77.340, each amendment adopted pursuant to the provisions of NRS 82.351 must be made in the following manner:

(d) The certificate so signed must be filed in the Office of the Secretary of State.

4. In the case of any specified amendments, the articles may require a larger vote of members than that required by this section.

(Added to NRS by 1991, 1279; A 1993, 1003; 1999, 1605; 2003, 3129; 2003, 20th Special Session, 54; 2005, 2187; 2007, 2661, effective July 1, 2008)

NRS 82.371 Restatement of articles. [Effective through June 30, 2008.]

1. A corporation may restate, or amend and restate, in a single certificate the entire text of its articles as amended by filing with the Secretary of State a certificate which must set forth the articles as amended to the date of the certificate. If the certificate alters or amends the articles in any manner, it must comply with the provisions of NRS 82.346, 82.351 and 82.356, as applicable, and must be accompanied by a form prescribed by the Secretary of State setting forth which provisions of the articles of incorporation on file with the Secretary of State are being altered or amended.

2. If the certificate does not alter or amend the articles, it must be signed by an officer of the corporation and must state that he has been authorized to sign the certificate by resolution of the board of directors adopted on the date stated, and that the certificate correctly sets forth the text of the articles as amended to the date of the certificate.

3. The following may be omitted from the restated articles:

(a) The names, addresses, signatures and acknowledgments of the incorporators;

(b) The names and addresses of the members of the past and present board of directors; and

4. Whenever a corporation is required to file a certified copy of its articles, in lieu thereof it may file a certified copy of the most recent certificate restating its articles as amended, subject to the provisions of subsection 2, together with certified copies of all certificates of amendment filed after the restated articles and certified copies of all certificates supplementary to the original articles.

5. A certificate filed pursuant to this section is effective upon filing the certificate with the Secretary of State or upon a later date specified in the certificate, which must not be more than 90 days after the certificate is filed.

(Added to NRS by 1991, 1280; A 1993, 1004; 1997, 712; 2001, 1383, 3199; 2003, 3129; 2005, 2188, 2256)

NRS 82.371 Restatement of articles. [Effective July 1, 2008.]

3. The following may be omitted from the restated articles:

(a) The names, addresses, signatures and acknowledgments of the incorporators;

(b) The names and addresses of the members of the past and present board of directors; and

(Added to NRS by 1991, 1280; A 1993, 1004; 1997, 712; 2001, 1383, 3199; 2003, 3129; 2005, 2188, 2256; 2007, 2661, effective July 1, 2008)

SALE OF ASSETS; VOLUNTARY DISSOLUTION

NRS 82.436 Sale, lease or exchange of assets: Authority; procedure.

1. Every corporation may, by action taken at a meeting of its board of directors, sell, lease or exchange all of its property and assets, including its goodwill and its corporate franchises, upon such terms and conditions as its board of directors may deem expedient and for the best interests of the corporation.

2. The sale, lease or exchange must be approved by every person or public official whose approval of the sale, lease or exchange is required by the articles.

3. If the corporation has members entitled to vote on the matter, the directors must call a meeting, either annual or special, of the members entitled to vote on the sale, lease or exchange or must submit the sale, lease or exchange to such members for a vote by written ballot pursuant to NRS 82.326. Notice of the proposed sale, lease or exchange must be given to each member and a vote of the members entitled to vote in person or by proxy must be taken for and against the proposed sale, lease or exchange. A majority of a quorum of the voting power of the members must vote in favor of the sale, lease or exchange.

4. The articles may require the vote of a larger proportion of the members and the separate vote or consent of any class of members.

5. Unless the articles provide otherwise, no vote of members is necessary for a transfer of assets by way of mortgage, or in trust or in pledge to secure indebtedness of the corporation.

(Added to NRS by 1991, 1285)

NRS 82.446 Voluntary dissolution at request of members.

1. A corporation may be dissolved and its affairs wound up voluntarily by the written request of a majority of the members and any person or superior organization whose approval is required by a provision of the articles authorized by NRS 82.091. The request must:

(a) Be addressed to the directors.

(b) Specify reasons why the winding up of affairs of the corporation is deemed advisable.

(c) Name three persons who are members to act as trustees in liquidation and in winding up the affairs of the corporation. The act of a majority of the directors as trustees remaining in office is the act of the directors as trustees.

2. Upon filing of the request with the directors and in the offices of the Secretary of State, all powers of the directors cease.

(Added to NRS by 1991, 1286; A 1993, 1006; 2001, 1383, 3199)

NRS 82.451 Voluntary dissolution by directors and members or by directors alone; directors to act as trustees for liquidation and winding up of corporate affairs.

1. A corporation may be dissolved and its affairs wound up voluntarily if the board of directors adopts a resolution to that effect and calls a meeting of the members entitled to vote to take action upon the resolution. The resolution must also be approved by any person or superior organization whose approval is required by a provision of the articles authorized by NRS 82.091. The meeting of the members must be held with due notice. If at the meeting the members entitled to exercise a majority of all the voting power consent by resolution to the dissolution, a certificate signed by an officer of the corporation setting forth that the dissolution has been approved in compliance with this section, together with a list of the names and addresses, either residence or business, of the president, the secretary and the treasurer, or the equivalent thereof, and all the directors of the corporation, must be filed in the Office of the Secretary of State.

2. If a corporation has no members entitled to vote upon a resolution calling for the dissolution of the corporation, the corporation may be dissolved and its affairs wound up voluntarily by the board of directors if it adopts a resolution to that effect. The resolution must also be approved by any person or superior organization whose approval is required by a provision of the articles authorized by NRS 82.091. A certificate setting forth that the dissolution has been approved in compliance with this section and a list of the officers and directors, signed as provided in subsection 1, must be filed in the Office of the Secretary of State.

3. Upon the dissolution of any corporation under the provisions of this section or upon the expiration of its period of corporate existence, the directors are the trustees of the corporation in liquidation and in winding up the affairs of the corporation. The act of a majority of the directors as trustees remaining in office is the act of the directors as trustees.

4. A certificate filed pursuant to this section is effective upon filing the certificate with the Secretary of State or upon a later date specified in the certificate, which must not be more than 90 days after the certificate is filed.

(Added to NRS by 1991, 1286; A 1993, 1007; 2001, 1384, 3199; 2003, 3130; 2003, 20th Special Session, 54; 2005, 2188)

NRS 82.456 Dissolved corporations: Rights and liabilities of corporation and its directors, trustees, receivers, officers, members and creditors; powers and duties of district court.

1. Actions available to or against a corporation or its directors, officers or members are limited as provided in NRS 78.585.

2. A corporation dissolved under this chapter and its directors, trustees, receivers, members, creditors and the district court have all the rights, duties and liabilities they have with respect to dissolved corporations governed by chapter 78 of NRS as provided by NRS 78.585, 78.595 and 78.615.

3. The district court and the clerk of the court have the same powers and duties with respect to dissolved corporations governed by this chapter as they have with respect to dissolved corporations governed by chapter 78 of NRS as provided in NRS 78.600, 78.605, 78.615 and 78.620.

(Added to NRS by 1991, 1287)

NRS 82.461 Dissolved corporations: Duties of person appointed or authorized to act in liquidation. The directors, trustees, receivers or those persons appointed or authorized to act in liquidation of a dissolved corporation shall:

1. Wind up the corporation;

2. Realize upon its assets;

3. Pay its debts; and

4. Distribute the residue of its money and property as follows:

(a) Assets held by the corporation on the condition that upon dissolution they be returned, transferred or conveyed must be returned, transferred or conveyed as required;

(b) Assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational or similar purposes, but not held upon a condition requiring return, transfer or conveyance upon dissolution, must be transferred or conveyed to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the dissolving corporation, pursuant to a plan of distribution;

(c) Other assets, if any, must be distributed in accordance with the provisions of the articles or the bylaws to the extent the articles or bylaws determine the distribution of assets; and

(d) Any remaining assets may be distributed to the members and such persons, societies, organizations or domestic or foreign corporations, whether or not for profit, as may be specified in the plan of distribution.

(Added to NRS by 1991, 1287; A 1993, 1007)

INSOLVENCY; INVOLUNTARY DISSOLUTION

NRS 82.466 Reorganization under federal law.

1. A federal court may take the same actions with respect to corporations governed by this chapter as a federal court may take with respect to corporations governed by chapter 78 of NRS under subsection 1 of NRS 78.622.

2. A corporation governed by this chapter shall file with the Secretary of State a certified copy of the confirmed plan of reorganization described in NRS 78.622.

(Added to NRS by 1991, 1287; A 1999, 1606; 2001, 101)

NRS 82.471 Application of creditors or members of insolvent corporation for injunction and appointment of receiver or trustee; powers and duties of court. [Effective through June 30, 2008.]

1. Whenever any corporation becomes insolvent or suspends its ordinary business for want of funds to carry on the business, or if its business has been and is being conducted at a great loss and greatly prejudicial to the interest of its creditors or members, creditors holding 10 percent of the outstanding indebtedness, or members, if any, having 10 percent of the voting power to elect directors, may, by petition or bill of complaint setting forth the facts and circumstances of the case, apply to the district court of the county in which the registered office of the corporation is located for a writ of injunction and the appointment of a receiver or receivers or trustee or trustees.

2. The court, being satisfied by affidavit or otherwise of the sufficiency of the application and of the truth of the allegations contained in the petition or bill, and upon hearing after such notice as the court by order may direct, shall proceed in a summary way to hear the affidavits, proofs and allegations which may be offered in behalf of the parties.

3. If upon the inquiry it appears to the court that the corporation has become insolvent and is not about to resume its business in a short time thereafter, or that its business has been and is being conducted at a great loss and greatly prejudicial to the interests of its creditors or members, so that its business cannot be conducted with safety to the public, it may issue an injunction to restrain the corporation and its officers and agents from exercising any of its privileges or franchises and from collecting or receiving any debts or paying out, selling, assigning or transferring any of its estate, money, funds, lands, tenements or effects, except to a receiver appointed by the court, until the court otherwise orders.

(Added to NRS by 1991, 1287; A 1999, 1606)

NRS 82.471 Application of creditors or members of insolvent corporation for injunction and appointment of receiver or trustee; powers and duties of court. [Effective July 1, 2008.]

1. Whenever any corporation becomes insolvent or suspends its ordinary business for want of funds to carry on the business, or if its business has been and is being conducted at a great loss and greatly prejudicial to the interest of its creditors or members, creditors holding 10 percent of the outstanding indebtedness, or members, if any, having 10 percent of the voting power to elect directors, may, by petition or bill of complaint setting forth the facts and circumstances of the case, apply to the district court of the county in which the principal office of the corporation is located or to the district court in Carson City for a writ of injunction and the appointment of a receiver or receivers or trustee or trustees.

(Added to NRS by 1991, 1287; A 1999, 1606; 2007, 2662, effective July 1, 2008)

NRS 82.476 Receivers or trustees for insolvent corporations: Appointment; powers and duties.

1. The district court, at the time of ordering the injunction upon petition of the creditors or members, or at any time afterward, may appoint a receiver or receivers or a trustee or trustees for the creditors and members of the corporation.

2. The receiver or receivers or trustees have the following powers and duties:

(a) To demand, sue for, collect, receive and take into his or their possession all the goods and chattels, rights and credits, money and effects, lands and tenements, books, papers, choses in action, bills, notes and property, of every description, of the corporation;

(b) To institute suits at law or in equity for the recovery of any estate, property, damages or demands existing in favor of the corporation;

(c) In his or their discretion to compound and settle with any debtor or creditor of the corporation, or with persons having possession of its property or in any way responsible at law or in equity to the corporation at the time of its insolvency or suspension of business, or afterwards, upon such terms and in such manner as he or they deem just and beneficial to the corporation;

(d) In case of mutual dealings between the corporation and any person to allow just setoffs in favor of that person in all cases in which setoffs ought to be allowed according to law and equity;

(e) To take possession of the property of the corporation as provided in NRS 78.665;

(f) To take inventory, account for debts and report to the courts every 3 months as provided in NRS 78.670;

(g) To pass upon the claims of creditors as provided in NRS 78.685;

(h) To be substituted in as a party to suits as provided in NRS 78.695; and

(i) To be vested with the property of the corporation as provided in NRS 78.640.

3. An act approved or done by a majority of the receivers or trustees is the act of the receivers or trustees.

4. A debtor who in good faith has paid his debt to the corporation without notice of its insolvency or suspension of business is not liable therefor, and the receiver or receivers or trustee or trustees have power to sell, convey and assign all the estate, rights and interests, and must hold and dispose of the proceeds thereof under the directions of the district court.

(Added to NRS by 1991, 1288)

NRS 82.481 Authority of court to reconvey property back to or dissolve corporation. The district court may reconvey the property of the corporation back to it or dissolve the corporation and declare it null and void as provided in NRS 78.645.

(Added to NRS by 1991, 1289)

NRS 82.486 Involuntary dissolution: Authority and grounds for application. [Effective through June 30, 2008.]

1. The persons described in subsections 2 and 3 may apply to the district court in the district where the corporation has its registered office:

(a) For an order dissolving the corporation and appointing a receiver to wind up its affairs, and by injunction restrain the corporation from exercising any of its powers or doing business whatsoever, except by or through a receiver appointed by the court; or

(b) For such other equitable relief that is just and proper in the circumstances.

2. A member or members, if any, holding at least one-third of the voting power for the election of directors or a majority of the directors in office, may apply for the relief described in subsection 1 whenever it is established that:

(a) The corporation has willfully violated its charter;

(b) Its trustees or directors have been guilty of fraud or collusion or gross mismanagement in the conduct or control of its affairs;

(d) The corporation is unable to conduct its activities or conserve its assets by reason of the act, neglect or refusal to function of any of the directors or trustees;

(e) The assets of the corporation are in danger of waste, misapplication, sacrifice or loss;

(f) The corporation has abandoned its business;

(g) The corporation has not proceeded diligently to wind up its affairs or to distribute its assets in a reasonable time;

(h) The corporation has become insolvent;

(i) The corporation, although not insolvent, is for any cause not able to pay its debts or other obligations as they mature;

(j) The corporation is not about to resume its business with safety to the public;

(k) The period of corporate existence has expired and has not been lawfully extended;

(l) The corporation has solicited property and has failed to use it for the purpose solicited;

(m) The corporation has fraudulently used or solicited property; or

(n) The corporation has exceeded its powers.

3. The Attorney General may apply for the relief described in subsection 1 whenever the corporation is a corporation for public benefit and whenever it is established that:

(a) The corporation has willfully violated its charter;

(b) Its trustees or directors have been guilty of fraud or collusion or gross mismanagement in the conduct or control of its affairs;

(d) The corporation has become insolvent;

(e) The corporation, although not insolvent, is for any cause not able to pay its debts or other obligations as they mature;

(f) The corporation has solicited property and has failed to use it for the purpose solicited;

(g) The corporation has fraudulently used or solicited property; or

(h) The period of corporate existence has expired and has not been lawfully extended.

4. Any person or superior organization under which the corporation was formed, if expressly authorized to act by the articles, may apply for the relief described in subsection 1 pursuant to the grounds, if any, set forth in the articles.

(Added to NRS by 1991, 1289)

NRS 82.486 Involuntary dissolution: Authority and grounds for application. [Effective July 1, 2008.]

1. The persons described in subsections 2 and 3 may apply to the district court in the district where the corporation has its principal office or, if the principal office is not located in this State, to the district court in Carson City:

(b) For such other equitable relief that is just and proper in the circumstances.

(a) The corporation has willfully violated its charter;

(b) Its trustees or directors have been guilty of fraud or collusion or gross mismanagement in the conduct or control of its affairs;

(d) The corporation is unable to conduct its activities or conserve its assets by reason of the act, neglect or refusal to function of any of the directors or trustees;

(e) The assets of the corporation are in danger of waste, misapplication, sacrifice or loss;

(f) The corporation has abandoned its business;

(g) The corporation has not proceeded diligently to wind up its affairs or to distribute its assets in a reasonable time;

(h) The corporation has become insolvent;

(i) The corporation, although not insolvent, is for any cause not able to pay its debts or other obligations as they mature;

(j) The corporation is not about to resume its business with safety to the public;

(k) The period of corporate existence has expired and has not been lawfully extended;

(l) The corporation has solicited property and has failed to use it for the purpose solicited;

(m) The corporation has fraudulently used or solicited property; or

(n) The corporation has exceeded its powers.

3. The Attorney General may apply for the relief described in subsection 1 whenever the corporation is a corporation for public benefit and whenever it is established that:

(a) The corporation has willfully violated its charter;

(b) Its trustees or directors have been guilty of fraud or collusion or gross mismanagement in the conduct or control of its affairs;

(d) The corporation has become insolvent;

(e) The corporation, although not insolvent, is for any cause not able to pay its debts or other obligations as they mature;

(f) The corporation has solicited property and has failed to use it for the purpose solicited;

(g) The corporation has fraudulently used or solicited property; or

(h) The period of corporate existence has expired and has not been lawfully extended.

(Added to NRS by 1991, 1289; A 2007, 2663, effective July 1, 2008)

NRS 82.491 Involuntary dissolution: Appointment of receiver; powers and duties of receiver; authorized relief.

1. The court may appoint a temporary receiver upon the same grounds and pursuant to the same procedure as provided in the Nevada Rules of Civil Procedure for granting a temporary restraining order. A hearing must be held on the appointment of a temporary receiver within 15 days after the receiver’s appointment, unless the appointment is extended by order of the court or upon stipulation of the parties.

2. The court may, if good cause exists, appoint one or more receivers. Directors or trustees who have not been guilty of negligence or active breach of duty must be preferred in making the appointment.

3. Receivers so appointed have, among the usual powers, all the functions, powers, tenure and duties to be exercised under the direction of the court as are conferred on receivers and as provided in NRS 82.476 and 82.481 whether the corporation is insolvent or not.

4. The court may, at any time, grant lesser equitable relief, order a partial liquidation, terminate the receivership, or dissolve or terminate the corporation as would be just and proper in the circumstances.

(Added to NRS by 1991, 1290; A 1999, 1607)

NRS 82.496 Involuntary dissolution: General powers of court. In an action for dissolution, the district court may:

1. Send for and examine persons as provided in NRS 78.660;

2. Sell encumbered property as provided in NRS 78.700;

3. Remove and replace receivers as provided in NRS 78.715; and

4. Pass upon creditors’ appeals from the decision of the trustees or receivers as provided in NRS 78.685.

(Added to NRS by 1991, 1290)

NRS 82.501 Limitation on time for creditors’ claims; notice to creditors. All creditors must present and make proof to the receiver of their respective claims against the corporation within 6 months from the date of appointment of the receiver or trustee for the corporation, or sooner if the court so orders. All creditors and claimants failing to do so within the time limited by this section, or the time prescribed by the order of court, are barred from participating in the distribution of the assets of the corporation. The court shall prescribe what notice, by publication or otherwise, must be given to creditors of the time within which they must present and prove their claims.

(Added to NRS by 1991, 1291)

NRS 82.506 Presentation of creditors’ claims; examination of creditors and witnesses. Every claim against a corporation for which a receiver has been appointed must be presented to the receiver in writing and upon oath. The claimant, if required, must submit himself to such examination in relation to the claim as the court directs, and must produce such books and papers relating to the claim as the court requires. The court may authorize the receiver to examine, under oath or affirmation, all witnesses produced before him touching the claim or any part thereof.

(Added to NRS by 1991, 1291)

NRS 82.511 Abatement of actions against receivers. No action against a receiver of a corporation abates by reason of his death, but, upon suggestion of the facts on the record, must be continued against his successor, or against the corporation in case no new receiver be appointed.

(Added to NRS by 1991, 1291)

NRS 82.516 Payment of creditors and distribution of surplus. After payment of all allowances, expenses and costs, and the satisfaction of all special and general liens upon the money of the corporation to the extent of their lawful priority, the creditors must be paid proportionately to the amount of their respective debts, except mortgagees and judgment creditors when the judgment has not been by confession for the purpose of preferring creditors. The creditors are entitled to distribution on debts not due, making in such case a rebate of interest, when interest is not accruing on the debts. The surplus, if any, after payment of the creditors and the costs, expenses and allowances, must be distributed as provided in subsection 4 of NRS 82.461.

(Added to NRS by 1991, 1291; A 1993, 1008)

NRS 82.521 Employees’ liens for wages.

1. When a corporation becomes insolvent or is dissolved, the employees performing labor or service in the regular employ of the corporation have a lien upon the assets thereof for the amount of wages due to them, not exceeding $1,000, which have been earned within 3 months before the date of the insolvency or dissolution, which must be paid before any other debt of the corporation.

2. The word “employees” does not include any of the officers or directors of the corporation.

(Added to NRS by 1991, 1291)

FOREIGN NONPROFIT CORPORATIONS

NRS 82.523 Annual list: Filing requirements; fees; powers and duties of Secretary of State. [Effective through June 30, 2008.]

1. Each foreign nonprofit corporation doing business in this State shall, on or before the last day of the first month after the filing of its application for registration as a foreign nonprofit corporation with the Secretary of State, and annually thereafter on or before the last day of the month in which the anniversary date of its qualification to do business in this State occurs in each year, file with the Secretary of State a list, on a form furnished by him, that contains:

(a) The name of the foreign nonprofit corporation;

(b) The file number of the foreign nonprofit corporation, if known;

(c) The names and titles of the president, the secretary and the treasurer, or the equivalent thereof, and all the directors of the foreign nonprofit corporation;

(d) The address, either residence or business, of the president, secretary and treasurer, or the equivalent thereof, and each director of the foreign nonprofit corporation;

(e) The name and address of its lawfully designated resident agent in this State; and

(f) The signature of an officer of the foreign nonprofit corporation certifying that the list is true, complete and accurate.

2. Each list filed pursuant to this section must be accompanied by a declaration under penalty of perjury that the foreign nonprofit corporation:

(a) Has complied with the provisions of NRS 360.780; and

(b) Acknowledges that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing with the Office of the Secretary of State.

3. Upon filing the initial list and each annual list pursuant to this section, the foreign nonprofit corporation must pay to the Secretary of State a fee of $25.

4. The Secretary of State shall, 60 days before the last day for filing each annual list, cause to be mailed to each foreign nonprofit corporation which is required to comply with the provisions of NRS 82.523 to 82.5239, inclusive, and which has not become delinquent, the blank forms to be completed and filed with him. Failure of any foreign nonprofit corporation to receive the forms does not excuse it from the penalty imposed by the provisions of NRS 82.523 to 82.5239, inclusive.

5. If the list to be filed pursuant to the provisions of subsection 1 is defective or the fee required by subsection 3 is not paid, the Secretary of State may return the list for correction or payment.

6. An annual list for a foreign nonprofit corporation not in default that is received by the Secretary of State more than 90 days before its due date shall be deemed an amended list for the previous year and does not satisfy the requirements of subsection 1 for the year to which the due date is applicable.

(Added to NRS by 2003, 20th Special Session, 50)

NRS 82.523 Annual list: Filing requirements; fees; powers and duties of Secretary of State. [Effective July 1, 2008.]

(a) The name of the foreign nonprofit corporation;

(b) The file number of the foreign nonprofit corporation, if known;

(c) The names and titles of the president, the secretary and the treasurer, or the equivalent thereof, and all the directors of the foreign nonprofit corporation;

(d) The address, either residence or business, of the president, secretary and treasurer, or the equivalent thereof, and each director of the foreign nonprofit corporation;

(e) The information required pursuant to NRS 77.310; and

(f) The signature of an officer of the foreign nonprofit corporation certifying that the list is true, complete and accurate.

2. Each list filed pursuant to this section must be accompanied by a declaration under penalty of perjury that the foreign nonprofit corporation:

(a) Has complied with the provisions of NRS 360.780; and

(b) Acknowledges that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing with the Office of the Secretary of State.

3. Upon filing the initial list and each annual list pursuant to this section, the foreign nonprofit corporation must pay to the Secretary of State a fee of $25.

(Added to NRS by 2003, 20th Special Session, 50; A 2007, 2664, effective July 1, 2008)

NRS 82.5231 Certificate of authorization to transact business. If a foreign nonprofit corporation has filed the initial or annual list in compliance with NRS 82.523 and has paid the appropriate fee for the filing, the cancelled check or other proof of payment received by the foreign nonprofit corporation constitutes a certificate authorizing it to transact its business within this State until the last day of the month in which the anniversary of its qualification to transact business occurs in the next succeeding calendar year.

(Added to NRS by 2003, 20th Special Session, 51)

NRS 82.5233 Addresses of officers required; failure to file.

1. Each list required to be filed under the provisions of NRS 82.523 to 82.5239, inclusive, must, after the name of each officer listed thereon, set forth the address, either residence or business, of each officer.

2. If the addresses are not stated for each person on any list offered for filing, the Secretary of State may refuse to file the list, and the foreign nonprofit corporation for which the list has been offered for filing is subject to all the provisions of NRS 82.523 to 82.5239, inclusive, relating to failure to file the list within or at the times therein specified, unless a list is subsequently submitted for filing which conforms to the provisions of this section.

(Added to NRS by 2003, 20th Special Session, 51)

NRS 82.5235 Defaulting corporations: Identification; forfeiture of right to transact business; penalty.

1. Each foreign nonprofit corporation which is required to make a filing and pay the fee prescribed in NRS 82.523 to 82.5239, inclusive, and which refuses or neglects to do so within the time provided is in default.

2. For default there must be added to the amount of the fee a penalty of $50, and unless the filing is made and the fee and penalty are paid on or before the last day of the month in which the anniversary date of the foreign nonprofit corporation occurs, the defaulting foreign nonprofit corporation forfeits its right to transact any business within this State. The fee and penalty must be collected as provided in this chapter.

(Added to NRS by 2003, 20th Special Session, 51)

NRS 82.5236 Defaulting corporations: Duties of Secretary of State. [Effective through June 30, 2008.]

1. The Secretary of State shall notify, by providing written notice to its resident agent, each foreign nonprofit corporation deemed in default pursuant to NRS 82.5235. The written notice:

(a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.

(b) At the request of the resident agent, may be provided electronically.

2. Immediately after the last day of the month in which the anniversary date of incorporation occurs, the Secretary of State shall compile a complete list containing the names of all foreign nonprofit corporations whose right to transact business has been forfeited.

3. The Secretary of State shall notify, by providing written notice to its resident agent, each foreign nonprofit corporation specified in subsection 2 of the forfeiture of its right to transact business. The written notice:

(a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.

(b) At the request of the resident agent, may be provided electronically.

(Added to NRS by 2003, 20th Special Session, 51)

NRS 82.5236 Defaulting corporations: Duties of Secretary of State. [Effective July 1, 2008.]

1. The Secretary of State shall notify, by providing written notice to its registered agent, each foreign nonprofit corporation deemed in default pursuant to NRS 82.5235. The written notice:

(a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.

(b) At the request of the registered agent, may be provided electronically.

3. The Secretary of State shall notify, by providing written notice to its registered agent, each foreign nonprofit corporation specified in subsection 2 of the forfeiture of its right to transact business. The written notice:

(a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.

(b) At the request of the registered agent, may be provided electronically.

(Added to NRS by 2003, 20th Special Session, 51; A 2007, 2665, effective July 1, 2008)

NRS 82.5237 Defaulting corporations: Conditions and procedure for reinstatement. [Effective through June 30, 2008.]

1. Except as otherwise provided in subsections 3 and 4 and NRS 82.183, the Secretary of State shall reinstate a foreign nonprofit corporation which has forfeited or which forfeits its right to transact business pursuant to the provisions of NRS 82.523 to 82.5239, inclusive, and restore to the foreign nonprofit corporation its right to transact business in this State, and to exercise its corporate privileges and immunities, if it:

(a) Files with the Secretary of State a list as provided in NRS 82.523; and

(b) Pays to the Secretary of State:

(1) The filing fee and penalty set forth in NRS 82.523 and 82.5235 for each year or portion thereof that its right to transact business was forfeited; and

(2) A fee of $100 for reinstatement.

2. When the Secretary of State reinstates the foreign nonprofit corporation, he shall issue to the foreign nonprofit corporation a certificate of reinstatement if the foreign nonprofit corporation:

(a) Requests a certificate of reinstatement; and

(b) Pays the fees as provided in subsection 8 of NRS 78.785.

3. The Secretary of State shall not order a reinstatement unless all delinquent fees and penalties have been paid and the revocation of the right to transact business occurred only by reason of failure to pay the fees and penalties.

4. If the right of a foreign nonprofit corporation to transact business in this State has been forfeited pursuant to the provisions of this chapter and has remained forfeited for a period of 5 consecutive years, the right to transact business must not be reinstated.

5. Except as otherwise provided in NRS 82.5239, a reinstatement pursuant to this section relates back to the date on which the foreign nonprofit corporation forfeited its right to transact business under the provisions of this chapter and reinstates the foreign nonprofit corporation’s right to transact business as if such right had at all times remained in full force and effect.

(Added to NRS by 2003, 20th Special Session, 52; A 2007, 1321, 2422)

NRS 82.5237 Defaulting corporations: Conditions and procedure for reinstatement. [Effective July 1, 2008.]

(a) Files with the Secretary of State a list as provided in NRS 82.523; and

(b) Pays to the Secretary of State:

(1) The filing fee and penalty set forth in NRS 82.523 and 82.5235 for each year or portion thereof that its right to transact business was forfeited; and

(2) A fee of $100 for reinstatement.

2. When the Secretary of State reinstates the foreign nonprofit corporation, he shall issue to the foreign nonprofit corporation a certificate of reinstatement if the foreign nonprofit corporation:

(a) Requests a certificate of reinstatement; and

(b) Pays the fees as provided in subsection 7 of NRS 78.785.

(Added to NRS by 2003, 20th Special Session, 52; A 2007, 1321, 2422, 2665, effective July 1, 2008)

NRS 82.5239 Defaulting corporations: Reinstatement under old or new name; regulations.

1. Except as otherwise provided in subsection 2, if a foreign nonprofit corporation applies to reinstate its charter but its name has been legally reserved or acquired by another artificial person formed, organized, registered or qualified pursuant to the provisions of this title and that name is on file with the Office of the Secretary of State or reserved in the Office of the Secretary of State pursuant to the provisions of this title, the foreign nonprofit corporation must in its application for reinstatement submit in writing to the Secretary of State some other name under which it desires its existence to be reinstated. If that name is distinguishable from all other names reserved or otherwise on file, the Secretary of State shall reinstate the foreign nonprofit corporation under that new name.

2. If the applying foreign nonprofit corporation submits the written, acknowledged consent of the artificial person having a name, or who has reserved a name, which is not distinguishable from the old name of the applying foreign nonprofit corporation or a new name it has submitted, it may be reinstated under that name.

3. For the purposes of this section, a proposed name is not distinguishable from a name on file or reserved solely because one or the other contains distinctive lettering, a distinctive mark, a trademark or a trade name, or any combination thereof.

4. The Secretary of State may adopt regulations that interpret the requirements of this section.

(Added to NRS by 2003, 20th Special Session, 52)

MISCELLANEOUS PROVISIONS

NRS 82.525 Form required for filing of records.

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

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

3. If the provisions of the form prescribed by the Secretary of State conflict with the provisions of any record that is submitted for filing with the form:

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

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

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

(Added to NRS by 2003, 20th Special Session, 49)

NRS 82.526 Corporate records: Microfilming; imaging; return. The Secretary of State may microfilm or image any record which is filed in his office by a corporation pursuant to this chapter and may return the original record to the corporation.

(Added to NRS by 1991, 1258; A 2003, 3131; 2003, 20th Special Session, 55)

NRS 82.528 Filing of records written in language other than English. No record 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 record into the English language.

(Added to NRS by 1995, 1121; A 2003, 3131)

NRS 82.531 Fees.

1. The fee for filing articles of incorporation, amendments to or restatements of articles of incorporation, certificates pursuant to NRS 82.061 and 82.063 and records for dissolution is $50 for each record.

2. Except as otherwise provided in NRS 82.193 and subsection 1, the fees for filing records are those set forth in NRS 78.765 to 78.785, inclusive.

(Added to NRS by 1991, 1292; A 1993, 1008; 1995, 1123; 1997, 713, 2811; 2003, 3131; 2003, 20th Special Session, 55)

NRS 82.533 Procedure to submit replacement page to Secretary of State before actual filing of record. An incorporator or officer of a corporation may authorize the Secretary of State in writing to replace any page of a record submitted for filing on an expedited basis, before the actual filing, and to accept the page as if it were part of the originally signed filing. The signed authorization of the incorporator or officer to the Secretary of State permits, but does not require, the Secretary of State to alter the original record as requested.

(Added to NRS by 1997, 2810; A 2003, 3131)

NRS 82.534 Correction of inaccurate or defective record filed with Secretary of State.

1. A corporation may correct a record filed in the Office of the Secretary of State with respect to the corporation if the record contains an inaccurate description of a corporate action or if the record was defectively signed, attested, sealed, verified or acknowledged.

2. To correct a record, the corporation must:

(a) Prepare a certificate of correction which:

(1) States the name of the corporation;

(2) Describes the record, including, without limitation, its filing date;

(3) Specifies the inaccuracy or defect;

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

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

(b) Deliver the certificate to the Secretary of State for filing.

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

(Added to NRS by 2003, 3121; A 2003, 20th Special Session, 50)

NRS 82.536 Attorney General: Examination of corporate affairs; powers of enforcement.

1. A corporation for public benefit and a corporation holding assets in charitable trust is subject at all times to examination by the Attorney General, on behalf of the State, to ascertain the condition of its affairs and to what extent, if at all, it fails to comply with trusts it has assumed or has departed from the purposes for which it is formed. In case of any such a failure or departure, the Attorney General may institute, in the name of the State, the proceeding necessary to correct the noncompliance or departure.

2. The Attorney General, or any person given the status of relator by the Attorney General, may bring an action to enjoin, correct, obtain damages for or otherwise to remedy a breach of a charitable trust or departure from the purposes for which it is formed.

(Added to NRS by 1991, 1263)

NRS 82.541 Directors, officers, employees and agents: Indemnification; insurance against liability.

1. A corporation governed by this chapter may indemnify any person against expenses as provided in NRS 78.751. For the purposes of this section, the word “stockholders” in NRS 78.751 is equivalent to the word “members.”

2. A corporation governed by this chapter may purchase and maintain insurance or make other financial arrangements on behalf of any person for any liability asserted against him as provided in NRS 78.752.

(Added to NRS by 1991, 1291)

NRS 82.546 Renewal or revival of charter: Procedure; fee; certificate as evidence. [Effective through June 30, 2008.]

1. Except as otherwise provided in NRS 82.183, any corporation which did exist or is existing pursuant to the laws of this State may, upon complying with the provisions of NRS 78.150 and 82.193, procure a renewal or revival of its charter for any period, together with all the rights, franchises, privileges and immunities, and subject to all its existing and preexisting debts, duties and liabilities secured or imposed by its original charter and amendments thereto, or its existing charter, by filing:

(a) A certificate with the Secretary of State, which must set forth:

(1) The name of the corporation, which must be the name of the corporation at the time of the renewal or revival, or its name at the time its original charter expired.

(2) The name and street address of the lawfully designated resident agent of the filing corporation, and his mailing address if different from his street address.

(3) The date when the renewal or revival of the charter is to commence or be effective, which may be, in cases of a revival, before the date of the certificate.

(4) Whether or not the renewal or revival is to be perpetual, and, if not perpetual, the time for which the renewal or revival is to continue.

(5) That the corporation desiring to renew or revive its charter is, or has been, organized and carrying on the business authorized by its existing or original charter and amendments thereto, and desires to renew or continue through revival its existence pursuant to and subject to the provisions of this chapter.

(b) A list of its president, secretary and treasurer and all of its directors and their mailing or street addresses, either residence or business.

2. A corporation whose charter has not expired and is being renewed shall cause the certificate to be signed by an officer of the corporation. The certificate must be approved by a majority of the last-appointed surviving directors.

3. A corporation seeking to revive its original or amended charter shall cause the certificate to be signed by its president or vice president and secretary or assistant secretary. The signing and filing of the certificate must be approved unanimously by the last-appointed surviving directors of the corporation and must contain a recital that unanimous consent was secured. The corporation shall pay to the Secretary of State the fee required to establish a new corporation pursuant to the provisions of this chapter.

4. The filed certificate, or a copy thereof which has been certified under the hand and seal of the Secretary of State, must be received in all courts and places as prima facie evidence of the facts therein stated and of the existence and incorporation of the corporation named therein.

5. Except as otherwise provided in NRS 78.185, a renewal or revival pursuant to this section relates back to the date on which the corporation’s charter expired or was revoked and renews or revives the corporation’s charter and right to transact business as if such right had at all times remained in full force and effect.

(Added to NRS by 1995, 1120; A 1997, 2811; 1999, 1608; 2003, 3131; 2003, 20th Special Session, 55; 2005, 2257; 2007, 1322, 2422)

NRS 82.546 Renewal or revival of charter: Procedure; fee; certificate as evidence. [Effective July 1, 2008.]

(a) A certificate with the Secretary of State, which must set forth:

(1) The name of the corporation, which must be the name of the corporation at the time of the renewal or revival, or its name at the time its original charter expired.

(2) The information required pursuant to NRS 77.310.

(3) The date when the renewal or revival of the charter is to commence or be effective, which may be, in cases of a revival, before the date of the certificate.

(4) Whether or not the renewal or revival is to be perpetual, and, if not perpetual, the time for which the renewal or revival is to continue.

(b) A list of its president, secretary and treasurer and all of its directors and their mailing or street addresses, either residence or business.

(Added to NRS by 1995, 1120; A 1997, 2811; 1999, 1608; 2003, 3131; 2003, 20th Special Session, 55; 2005, 2257; 2007, 1322, 2422, 2666, effective July 1, 2008)

b. Appendix B § 501 Exemption from tax on corporations, certain trusts, etc.

(a) Exemption from taxation

An organization described in subsection (c) or (d) or section 401 (a) shall be exempt from taxation under this subtitle unless such exemption is denied under section 502 or 503.

(b) Tax on unrelated business income and certain other activities

An organization exempt from taxation under subsection (a) shall be subject to tax to the extent provided in parts II, III, and VI of this subchapter, but (notwithstanding parts II, III, and VI of this subchapter) shall be considered an organization exempt from income taxes for the purpose of any law which refers to organizations exempt from income taxes.

(c) List of exempt organizations

The following organizations are referred to in subsection (a):

(1) Any corporation organized under Act of Congress which is an instrumentality of the United States but only if such corporation—

(A) is exempt from Federal income taxes—

(i) under such Act as amended and supplemented before July 18, 1984, or

(ii) under this title without regard to any provision of law which is not contained in this title and which is not contained in a revenue Act, or

(B) is described in subsection (l).

(2) Corporations organized for the exclusive purpose of holding title to property, collecting income therefrom, and turning over the entire amount thereof, less expenses, to an organization which itself is exempt under this section. Rules similar to the rules of subparagraph (G) of paragraph (25) shall apply for purposes of this paragraph.

(3) Corporations, and any community chest, fund, or foundation, organized and operated exclusively for religious, charitable, scientific, testing for public safety, literary, or educational purposes, or to foster national or international amateur sports competition (but only if no part of its activities involve the provision of athletic facilities or equipment), or for the prevention of cruelty to children or animals, no part of the net earnings of which inures to the benefit of any private shareholder or individual, no substantial part of the activities of which is carrying on propaganda, or otherwise attempting, to influence legislation (except as otherwise provided in subsection (h)), and which does not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office.

(4)

(A) Civic leagues or organizations not organized for profit but operated exclusively for the promotion of social welfare, or local associations of employees, the membership of which is limited to the employees of a designated person or persons in a particular municipality, and the net earnings of which are devoted exclusively to charitable, educational, or recreational purposes.

(B) Subparagraph (A) shall not apply to an entity unless no part of the net earnings of such entity inures to the benefit of any private shareholder or individual.

(5) Labor, agricultural, or horticultural organizations.

(6) Business leagues, chambers of commerce, real-estate boards, boards of trade, or professional football leagues (whether or not administering a pension fund for football players), not organized for profit and no part of the net earnings of which inures to the benefit of any private shareholder or individual.

(7) Clubs organized for pleasure, recreation, and other nonprofitable purposes, substantially all of the activities of which are for such purposes and no part of the net earnings of which inures to the benefit of any private shareholder.

(8) Fraternal beneficiary societies, orders, or associations—

(A) operating under the lodge system or for the exclusive benefit of the members of a fraternity itself operating under the lodge system, and

(B) providing for the payment of life, sick, accident, or other benefits to the members of such society, order, or association or their dependents.

(9) Voluntary employees’ beneficiary associations providing for the payment of life, sick, accident, or other benefits to the members of such association or their dependents or designated beneficiaries, if no part of the net earnings of such association inures (other than through such payments) to the benefit of any private shareholder or individual.

(10) Domestic fraternal societies, orders, or associations, operating under the lodge system—

(A) the net earnings of which are devoted exclusively to religious, charitable, scientific, literary, educational, and fraternal purposes, and

(B) which do not provide for the payment of life, sick, accident, or other benefits.

(11) Teachers’ retirement fund associations of a purely local character, if—

(A) no part of their net earnings inures (other than through payment of retirement benefits) to the benefit of any private shareholder or individual, and

(B) the income consists solely of amounts received from public taxation, amounts received from assessments on the teaching salaries of members, and income in respect of investments.

(12)

(A) Benevolent life insurance associations of a purely local character, mutual ditch or irrigation companies, mutual or cooperative telephone companies, or like organizations; but only if 85 percent or more of the income consists of amounts collected from members for the sole purpose of meeting losses and expenses.

(B) In the case of a mutual or cooperative telephone company, subparagraph (A) shall be applied without taking into account any income received or accrued—

(i) from a nonmember telephone company for the performance of communication services which involve members of the mutual or cooperative telephone company,

(ii) from qualified pole rentals,

(iii) from the sale of display listings in a directory furnished to the members of the mutual or cooperative telephone company, or

(iv) from the prepayment of a loan under section 306A, 306B, or 311 ^[1] of the Rural Electrification Act of 1936 (as in effect on January 1, 1987).

(C) In the case of a mutual or cooperative electric company, subparagraph (A) shall be applied without taking into account any income received or accrued—

(i) from qualified pole rentals, or

(ii) from any provision or sale of electric energy transmission services or ancillary services if such services are provided on a nondiscriminatory open access basis under an open access transmission tariff approved or accepted by FERC or under an independent transmission provider agreement approved or accepted by FERC (other than income received or accrued directly or indirectly from a member),

(iii) from the provision or sale of electric energy distribution services or ancillary services if such services are provided on a nondiscriminatory open access basis to distribute electric energy not owned by the mutual or electric cooperative company—

(I) to end-users who are served by distribution facilities not owned by such company or any of its members (other than income received or accrued directly or indirectly from a member), or

(II) generated by a generation facility not owned or leased by such company or any of its members and which is directly connected to distribution facilities owned by such company or any of its members (other than income received or accrued directly or indirectly from a member),

(iv) from any nuclear decommissioning transaction, or

(v) from any asset exchange or conversion transaction.

(D) For purposes of this paragraph, the term “qualified pole rental” means any rental of a pole (or other structure used to support wires) if such pole (or other structure)—

(i) is used by the telephone or electric company to support one or more wires which are used by such company in providing telephone or electric services to its members, and

(ii) is used pursuant to the rental to support one or more wires (in addition to the wires described in clause (i)) for use in connection with the transmission by wire of electricity or of telephone or other communications.

For purposes of the preceding sentence, the term “rental” includes any sale of the right to use the pole (or other structure).

(E) For purposes of subparagraph (C)(ii), the term “FERC” means the Federal Energy Regulatory Commission and references to such term shall be treated as including the Public Utility Commission of Texas with respect to any ERCOT utility (as defined in section 212(k)(2)(B) of the Federal Power Act (16 U.S.C. 824k (k)(2)(B))).

(F) For purposes of subparagraph (C)(iv), the term “nuclear decommissioning transaction” means—

(i) any transfer into a trust, fund, or instrument established to pay any nuclear decommissioning costs if the transfer is in connection with the transfer of the mutual or cooperative electric company’s interest in a nuclear power plant or nuclear power plant unit,

(ii) any distribution from any trust, fund, or instrument established to pay any nuclear decommissioning costs, or

(iii) any earnings from any trust, fund, or instrument established to pay any nuclear decommissioning costs.

(G) For purposes of subparagraph (C)(v), the term “asset exchange or conversion transaction” means any voluntary exchange or involuntary conversion of any property related to generating, transmitting, distributing, or selling electric energy by a mutual or cooperative electric company, the gain from which qualifies for deferred recognition under section 1031 or 1033, but only if the replacement property acquired by such company pursuant to such section constitutes property which is used, or to be used, for—

(i) generating, transmitting, distributing, or selling electric energy, or

(ii) producing, transmitting, distributing, or selling natural gas.

(H)

(i) In the case of a mutual or cooperative electric company described in this paragraph or an organization described in section 1381 (a)(2)(C), income received or accrued from a load loss transaction shall be treated as an amount collected from members for the sole purpose of meeting losses and expenses.

(ii) For purposes of clause (i), the term “load loss transaction” means any wholesale or retail sale of electric energy (other than to members) to the extent that the aggregate sales during the recovery period do not exceed the load loss mitigation sales limit for such period.

(iii) For purposes of clause (ii), the load loss mitigation sales limit for the recovery period is the sum of the annual load losses for each year of such period.

(iv) For purposes of clause (iii), a mutual or cooperative electric company’s annual load loss for each year of the recovery period is the amount (if any) by which—

(I) the megawatt hours of electric energy sold during such year to members of such electric company are less than

(II) the megawatt hours of electric energy sold during the base year to such members.

(v) For purposes of clause (iv)(II), the term “base year” means—

(I) the calendar year preceding the start-up year, or

(II) at the election of the mutual or cooperative electric company, the second or third calendar years preceding the start-up year.

(vi) For purposes of this subparagraph, the recovery period is the 7-year period beginning with the start-up year.

(vii) For purposes of this subparagraph, the start-up year is the first year that the mutual or cooperative electric company offers nondiscriminatory open access or the calendar year which includes the date of the enactment of this subparagraph, if later, at the election of such company.

(viii) A company shall not fail to be treated as a mutual or cooperative electric company for purposes of this paragraph or as a corporation operating on a cooperative basis for purposes of section 1381 (a)(2)(C) by reason of the treatment under clause (i).

(ix) For purposes of subparagraph (A), in the case of a mutual or cooperative electric company, income received, or accrued, indirectly from a member shall be treated as an amount collected from members for the sole purpose of meeting losses and expenses.

(13) Cemetery companies owned and operated exclusively for the benefit of their members or which are not operated for profit; and any corporation chartered solely for the purpose of the disposal of bodies by burial or cremation which is not permitted by its charter to engage in any business not necessarily incident to that purpose and no part of the net earnings of which inures to the benefit of any private shareholder or individual.

(14)

(A) Credit unions without capital stock organized and operated for mutual purposes and without profit.

(B) Corporations or associations without capital stock organized before September 1, 1957, and operated for mutual purposes and without profit for the purpose of providing reserve funds for, and insurance of shares or deposits in—

(i) domestic building and loan associations,

(ii) cooperative banks without capital stock organized and operated for mutual purposes and without profit,

(iii) mutual savings banks not having capital stock represented by shares, or

(iv) mutual savings banks described in section 591 (b) ^[2]

(C) Corporations or associations organized before September 1, 1957, and operated for mutual purposes and without profit for the purpose of providing reserve funds for associations or banks described in clause (i), (ii), or (iii) of subparagraph (B); but only if 85 percent or more of the income is attributable to providing such reserve funds and to investments. This subparagraph shall not apply to any corporation or association entitled to exemption under subparagraph (B).

(15)

(A) Insurance companies (as defined in section 816 (a)) other than life (including interinsurers and reciprocal underwriters) if—

(i)

(I) the gross receipts for the taxable year do not exceed $600,000, and

(II) more than 50 percent of such gross receipts consist of premiums, or

(ii) in the case of a mutual insurance company—

(I) the gross receipts of which for the taxable year do not exceed $150,000, and

(II) more than 35 percent of such gross receipts consist of premiums.

Clause (ii) shall not apply to a company if any employee of the company, or a member of the employee’s family (as defined in section 2032A (e)(2)), is an employee of another company exempt from taxation by reason of this paragraph (or would be so exempt but for this sentence).

(B) For purposes of subparagraph (A), in determining whether any company or association is described in subparagraph (A), such company or association shall be treated as receiving during the taxable year amounts described in subparagraph (A) which are received during such year by all other companies or associations which are members of the same controlled group as the insurance company or association for which the determination is being made.

(C) For purposes of subparagraph (B), the term “controlled group” has the meaning given such term by section 831 (b)(2)(B)(ii), except that in applying section 831 (b)(2)(B)(ii) for purposes of this subparagraph, subparagraphs (B) and (C) of section 1563 (b)(2) shall be disregarded.

(16) Corporations organized by an association subject to part IV of this subchapter or members thereof, for the purpose of financing the ordinary crop operations of such members or other producers, and operated in conjunction with such association. Exemption shall not be denied any such corporation because it has capital stock, if the dividend rate of such stock is fixed at not to exceed the legal rate of interest in the State of incorporation or 8 percent per annum, whichever is greater, on the value of the consideration for which the stock was issued, and if substantially all such stock (other than nonvoting preferred stock, the owners of which are not entitled or permitted to participate, directly or indirectly, in the profits of the corporation, on dissolution or otherwise, beyond the fixed dividends) is owned by such association, or members thereof; nor shall exemption be denied any such corporation because there is accumulated and maintained by it a reserve required by State law or a reasonable reserve for any necessary purpose.

(17)

(A) A trust or trusts forming part of a plan providing for the payment of supplemental unemployment compensation benefits, if—

(i) under the plan, it is impossible, at any time prior to the satisfaction of all liabilities, with respect to employees under the plan, for any part of the corpus or income to be (within the taxable year or thereafter) used for, or diverted to, any purpose other than the providing of supplemental unemployment compensation benefits,

(ii) such benefits are payable to employees under a classification which is set forth in the plan and which is found by the Secretary not to be discriminatory in favor of employees who are highly compensated employees (within the meaning of section 414 (q)), and

(iii) such benefits do not discriminate in favor of employees who are highly compensated employees (within the meaning of section 414 (q)). A plan shall not be considered discriminatory within the meaning of this clause merely because the benefits received under the plan bear a uniform relationship to the total compensation, or the basic or regular rate of compensation, of the employees covered by the plan.

(B) In determining whether a plan meets the requirements of subparagraph (A), any benefits provided under any other plan shall not be taken into consideration, except that a plan shall not be considered discriminatory—

(i) merely because the benefits under the plan which are first determined in a nondiscriminatory manner within the meaning of subparagraph (A) are then reduced by any sick, accident, or unemployment compensation benefits received under State or Federal law (or reduced by a portion of such benefits if determined in a nondiscriminatory manner), or

(ii) merely because the plan provides only for employees who are not eligible to receive sick, accident, or unemployment compensation benefits under State or Federal law the same benefits (or a portion of such benefits if determined in a nondiscriminatory manner) which such employees would receive under such laws if such employees were eligible for such benefits, or

(iii) merely because the plan provides only for employees who are not eligible under another plan (which meets the requirements of subparagraph (A)) of supplemental unemployment compensation benefits provided wholly by the employer the same benefits (or a portion of such benefits if determined in a nondiscriminatory manner) which such employees would receive under such other plan if such employees were eligible under such other plan, but only if the employees eligible under both plans would make a classification which would be nondiscriminatory within the meaning of subparagraph (A).

(C) A plan shall be considered to meet the requirements of subparagraph (A) during the whole of any year of the plan if on one day in each quarter it satisfies such requirements.

(D) The term “supplemental unemployment compensation benefits” means only—

(i) benefits which are paid to an employee because of his involuntary separation from the employment of the employer (whether or not such separation is temporary) resulting directly from a reduction in force, the discontinuance of a plant or operation, or other similar conditions, and

(ii) sick and accident benefits subordinate to the benefits described in clause (i).

(E) Exemption shall not be denied under subsection (a) to any organization entitled to such exemption as an association described in paragraph (9) of this subsection merely because such organization provides for the payment of supplemental unemployment benefits (as defined in subparagraph (D)(i)).

(18) A trust or trusts created before June 25, 1959, forming part of a plan providing for the payment of benefits under a pension plan funded only by contributions of employees, if—

(A) under the plan, it is impossible, at any time prior to the satisfaction of all liabilities with respect to employees under the plan, for any part of the corpus or income to be (within the taxable year or thereafter) used for, or diverted to, any purpose other than the providing of benefits under the plan,

(B) such benefits are payable to employees under a classification which is set forth in the plan and which is found by the Secretary not to be discriminatory in favor of employees who are highly compensated employees (within the meaning of section 414 (q)),

(C) such benefits do not discriminate in favor of employees who are highly compensated employees (within the meaning of section 414 (q)). A plan shall not be considered discriminatory within the meaning of this subparagraph merely because the benefits received under the plan bear a uniform relationship to the total compensation, or the basic or regular rate of compensation, of the employees covered by the plan, and

(D) in the case of a plan under which an employee may designate certain contributions as deductible—

(i) such contributions do not exceed the amount with respect to which a deduction is allowable under section 219 (b)(3),

(ii) requirements similar to the requirements of section 401 (k)(3)(A)(ii) are met with respect to such elective contributions,

(iii) such contributions are treated as elective deferrals for purposes of section 402 (g), and

(iv) the requirements of section 401 (a)(30) are met.

For purposes of subparagraph (D)(ii), rules similar to the rules of section 401 (k)(8) shall apply. For purposes of section 4979, any excess contribution under clause (ii) shall be treated as an excess contribution under a cash or deferred arrangement.

(19) A post or organization of past or present members of the Armed Forces of the United States, or an auxiliary unit or society of, or a trust or foundation for, any such post or organization—

(A) organized in the United States or any of its possessions,

(B) at least 75 percent of the members of which are past or present members of the Armed Forces of the United States and substantially all of the other members of which are individuals who are cadets or are spouses, widows,,^[3] widowers, ancestors, or lineal descendants of past or present members of the Armed Forces of the United States or of cadets, and

(C) no part of the net earnings of which inures to the benefit of any private shareholder or individual.

(20) an ^[4] organization or trust created or organized in the United States, the exclusive function of which is to form part of a qualified group legal services plan or plans, within the meaning of section 120. An organization or trust which receives contributions because of section 120 (c)(5)(C) shall not be prevented from qualifying as an organization described in this paragraph merely because it provides legal services or indemnification against the cost of legal services unassociated with a qualified group legal services plan.

(21)

(A) A trust or trusts established in writing, created or organized in the United States, and contributed to by any person (except an insurance company) if—

(i) the purpose of such trust or trusts is exclusively—

(I) to satisfy, in whole or in part, the liability of such person for, or with respect to, claims for compensation for disability or death due to pneumoconiosis under Black Lung Acts,

(II) to pay premiums for insurance exclusively covering such liability,

(III) to pay administrative and other incidental expenses of such trust in connection with the operation of the trust and the processing of claims against such person under Black Lung Acts, and

(IV) to pay accident or health benefits for retired miners and their spouses and dependents (including administrative and other incidental expenses of such trust in connection therewith) or premiums for insurance exclusively covering such benefits; and

(ii) no part of the assets of the trust may be used for, or diverted to, any purpose other than—

(I) the purposes described in clause (i),

(II) investment (but only to the extent that the trustee determines that a portion of the assets is not currently needed for the purposes described in clause (i)) in qualified investments, or

(III) payment into the Black Lung Disability Trust Fund established under section 9501, or into the general fund of the United States Treasury (other than in satisfaction of any tax or other civil or criminal liability of the person who established or contributed to the trust).

(B) No deduction shall be allowed under this chapter for any payment described in subparagraph (A)(i)(IV) from such trust.

(C) Payments described in subparagraph (A)(i)(IV) may be made from such trust during a taxable year only to the extent that the aggregate amount of such payments during such taxable year does not exceed the lesser of—

(i) the excess (if any) (as of the close of the preceding taxable year) of—

(I) the fair market value of the assets of the trust, over

(II) 110 percent of the present value of the liability described in subparagraph (A)(i)(I) of such person, or

(ii) the excess (if any) of—

(I) the sum of a similar excess determined as of the close of the last taxable year ending before the date of the enactment of this subparagraph plus earnings thereon as of the close of the taxable year preceding the taxable year involved, over

(II) the aggregate payments described in subparagraph (A)(i)(IV) made from the trust during all taxable years beginning after the date of the enactment of this subparagraph.

The determinations under the preceding sentence shall be made by an independent actuary using actuarial methods and assumptions (not inconsistent with the regulations prescribed under section 192 (c)(1)(A)) each of which is reasonable and which are reasonable in the aggregate.

(D) For purposes of this paragraph:

(i) The term “Black Lung Acts” means part C of title IV of the Federal Mine Safety and Health Act of 1977, and any State law providing compensation for disability or death due to that pneumoconiosis.

(ii) The term “qualified investments” means—

(I) public debt securities of the United States,

(II) obligations of a State or local government which are not in default as to principal or interest, and

(III) time or demand deposits in a bank (as defined in section 581) or an insured credit union (within the meaning of section 101(7) of the Federal Credit Union Act, 12 U.S.C. 1752 (7)) located in the United States.

(iii) The term “miner” has the same meaning as such term has when used in section 402(d) of the Black Lung Benefits Act (30 U.S.C. 902 (d)).

(iv) The term “incidental expenses” includes legal, accounting, actuarial, and trustee expenses.

(22) A trust created or organized in the United States and established in writing by the plan sponsors of multiemployer plans if—

(A) the purpose of such trust is exclusively—

(i) to pay any amount described in section 4223(c) or (h) of the Employee Retirement Income Security Act of 1974, and

(ii) to pay reasonable and necessary administrative expenses in connection with the establishment and operation of the trust and the processing of claims against the trust,

(B) no part of the assets of the trust may be used for, or diverted to, any purpose other than—

(i) the purposes described in subparagraph (A), or

(ii) the investment in securities, obligations, or time or demand deposits described in clause (ii) of paragraph (21)(D),

(C) such trust meets the requirements of paragraphs (2), (3), and (4) of section 4223 (b), 4223 (h), or, if applicable, section 4223(c) of the Employee Retirement Income Security Act of 1974, and

(D) the trust instrument provides that, on dissolution of the trust, assets of the trust may not be paid other than to plans which have participated in the plan or, in the case of a trust established under section 4223(h) of such Act, to plans with respect to which employers have participated in the fund.

(23) Any association organized before 1880 more than 75 percent of the members of which are present or past members of the Armed Forces and a principal purpose of which is to provide insurance and other benefits to veterans or their dependents.

(24) A trust described in section 4049 of the Employee Retirement Income Security Act of 1974 (as in effect on the date of the enactment of the Single-Employer Pension Plan Amendments Act of 1986).

(25)

(A) Any corporation or trust which—

(i) has no more than 35 shareholders or beneficiaries,

(ii) has only 1 class of stock or beneficial interest, and

(iii) is organized for the exclusive purposes of—

(I) acquiring real property and holding title to, and collecting income from, such property, and

(II) remitting the entire amount of income from such property (less expenses) to 1 or more organizations described in subparagraph (C) which are shareholders of such corporation or beneficiaries of such trust.

For purposes of clause (iii), the term “real property” shall not include any interest as a tenant in common (or similar interest) and shall not include any indirect interest.

(B) A corporation or trust shall be described in subparagraph (A) without regard to whether the corporation or trust is organized by 1 or more organizations described in subparagraph (C).

(C) An organization is described in this subparagraph if such organization is—

(i) a qualified pension, profit sharing, or stock bonus plan that meets the requirements of section 401 (a),

(ii) a governmental plan (within the meaning of section 414 (d)),

(iii) the United States, any State or political subdivision thereof, or any agency or instrumentality of any of the foregoing, or

(iv) any organization described in paragraph (3).

(D) A corporation or trust shall in no event be treated as described in subparagraph (A) unless such corporation or trust permits its shareholders or beneficiaries—

(i) to dismiss the corporation’s or trust’s investment adviser, following reasonable notice, upon a vote of the shareholders or beneficiaries holding a majority of interest in the corporation or trust, and

(ii) to terminate their interest in the corporation or trust by either, or both, of the following alternatives, as determined by the corporation or trust:

(I) by selling or exchanging their stock in the corporation or interest in the trust (subject to any Federal or State securities law) to any organization described in subparagraph (C) so long as the sale or exchange does not increase the number of shareholders or beneficiaries in such corporation or trust above 35, or

(II) by having their stock or interest redeemed by the corporation or trust after the shareholder or beneficiary has provided 90 days notice to such corporation or trust.

(E)

(i) For purposes of this title—

(I) a corporation which is a qualified subsidiary shall not be treated as a separate corporation, and

(II) all assets, liabilities, and items of income, deduction, and credit of a qualified subsidiary shall be treated as assets, liabilities, and such items (as the case may be) of the corporation or trust described in subparagraph (A).

(ii) For purposes of this subparagraph, the term “qualified subsidiary” means any corporation if, at all times during the period such corporation was in existence, 100 percent of the stock of such corporation is held by the corporation or trust described in subparagraph (A).

(iii) For purposes of this subtitle, if any corporation which was a qualified subsidiary ceases to meet the requirements of clause (ii), such corporation shall be treated as a new corporation acquiring all of its assets (and assuming all of its liabilities) immediately before such cessation from the corporation or trust described in subparagraph (A) in exchange for its stock.

(F) For purposes of subparagraph (A), the term “real property” includes any personal property which is leased under, or in connection with, a lease of real property, but only if the rent attributable to such personal property (determined under the rules of section 856 (d)(1)) for the taxable year does not exceed 15 percent of the total rent for the taxable year attributable to both the real and personal property leased under, or in connection with, such lease.

(G)

(i) An organization shall not be treated as failing to be described in this paragraph merely by reason of the receipt of any otherwise disqualifying income which is incidentally derived from the holding of real property.

(ii) Clause (i) shall not apply if the amount of gross income described in such clause exceeds 10 percent of the organization’s gross income for the taxable year unless the organization establishes to the satisfaction of the Secretary that the receipt of gross income described in clause (i) in excess of such limitation was inadvertent and reasonable steps are being taken to correct the circumstances giving rise to such income.

(26) Any membership organization if—

(A) such organization is established by a State exclusively to provide coverage for medical care (as defined in section 213 (d)) on a not-for-profit basis to individuals described in subparagraph (B) through—

(i) insurance issued by the organization, or

(ii) a health maintenance organization under an arrangement with the organization,

(B) the only individuals receiving such coverage through the organization are individuals—

(i) who are residents of such State, and

(ii) who, by reason of the existence or history of a medical condition—

(I) are unable to acquire medical care coverage for such condition through insurance or from a health maintenance organization, or

(II) are able to acquire such coverage only at a rate which is substantially in excess of the rate for such coverage through the membership organization,

(C) the composition of the membership in such organization is specified by such State, and

(D) no part of the net earnings of the organization inures to the benefit of any private shareholder or individual.

A spouse and any qualifying child (as defined in section 24(c)) of an individual described in subparagraph (B) (without regard to this sentence) shall be treated as described in subparagraph (B).

(27)

(A) Any membership organization if—

(i) such organization is established before June 1, 1996, by a State exclusively to reimburse its members for losses arising under workmen’s compensation acts,

(ii) such State requires that the membership of such organization consist of—

(I) all persons who issue insurance covering workmen’s compensation losses in such State, and

(II) all persons and governmental entities who self-insure against such losses, and

(iii) such organization operates as a non-profit organization by—

(I) returning surplus income to its members or workmen’s compensation policyholders on a periodic basis, and

(II) reducing initial premiums in anticipation of investment income.

(B) Any organization (including a mutual insurance company) if—

(i) such organization is created by State law and is organized and operated under State law exclusively to—

(I) provide workmen’s compensation insurance which is required by State law or with respect to which State law provides significant disincentives if such insurance is not purchased by an employer, and

(II) provide related coverage which is incidental to workmen’s compensation insurance,

(ii) such organization must provide workmen’s compensation insurance to any employer in the State (for employees in the State or temporarily assigned out-of-State) which seeks such insurance and meets other reasonable requirements relating thereto,

(iii)

(I) the State makes a financial commitment with respect to such organization either by extending the full faith and credit of the State to the initial debt of such organization or by providing the initial operating capital of such organization, and

(II) in the case of periods after the date of enactment of this subparagraph, the assets of such organization revert to the State upon dissolution or State law does not permit the dissolution of such organization, and

(iv) the majority of the board of directors or oversight body of such organization are appointed by the chief executive officer or other executive branch official of the State, by the State legislature, or by both.

(28) The National Railroad Retirement Investment Trust established under section 15(j) of the Railroad Retirement Act of 1974.

(d) Religious and apostolic organizations

The following organizations are referred to in subsection (a): Religious or apostolic associations or corporations, if such associations or corporations have a common treasury or community treasury, even if such associations or corporations engage in business for the common benefit of the members, but only if the members thereof include (at the time of filing their returns) in their gross income their entire pro rata shares, whether distributed or not, of the taxable income of the association or corporation for such year. Any amount so included in the gross income of a member shall be treated as a dividend received.

(e) Cooperative hospital service organizations

For purposes of this title, an organization shall be treated as an organization organized and operated exclusively for charitable purposes, if—

(1) such organization is organized and operated solely—

(A) to perform, on a centralized basis, one or more of the following services which, if performed on its own behalf by a hospital which is an organization described in subsection (c)(3) and exempt from taxation under subsection (a), would constitute activities in exercising or performing the purpose or function constituting the basis for its exemption: data processing, purchasing (including the purchasing of insurance on a group basis), warehousing, billing and collection (including the purchase of patron accounts receivable on a recourse basis), food, clinical, industrial engineering, laboratory, printing, communications, record center, and personnel (including selection, testing, training, and education of personnel) services; and

(B) to perform such services solely for two or more hospitals each of which is—

(i) an organization described in subsection (c)(3) which is exempt from taxation under subsection (a),

(ii) a constituent part of an organization described in subsection (c)(3) which is exempt from taxation under subsection (a) and which, if organized and operated as a separate entity, would constitute an organization described in subsection (c)(3), or

(iii) owned and operated by the United States, a State, the District of Columbia, or a possession of the United States, or a political subdivision or an agency or instrumentality of any of the foregoing;

(2) such organization is organized and operated on a cooperative basis and allocates or pays, within 81/2 months after the close of its taxable year, all net earnings to patrons on the basis of services performed for them; and

(3) if such organization has capital stock, all of such stock outstanding is owned by its patrons.

For purposes of this title, any organization which, by reason of the preceding sentence, is an organization described in subsection (c)(3) and exempt from taxation under subsection (a), shall be treated as a hospital and as an organization referred to in section 170 (b)(1)(A)(iii).

(f) Cooperative service organizations of operating educational organizations

For purposes of this title, if an organization is—

(1) organized and operated solely to hold, commingle, and collectively invest and reinvest (including arranging for and supervising the performance by independent contractors of investment services related thereto) in stocks and securities, the moneys contributed thereto by each of the members of such organization, and to collect income therefrom and turn over the entire amount thereof, less expenses, to such members,

(2) organized and controlled by one or more such members, and

(3) comprised solely of members that are organizations described in clause (ii) or (iv) of section 170 (b)(1)(A)—

(A) which are exempt from taxation under subsection (a), or

(B) the income of which is excluded from taxation under section 115 (a),

then such organization shall be treated as an organization organized and operated exclusively for charitable purposes.

(g) Definition of agricultural

For purposes of subsection (c)(5), the term “agricultural” includes the art or science of cultivating land, harvesting crops or aquatic resources, or raising livestock.

(h) Expenditures by public charities to influence legislation

(1) General rule

In the case of an organization to which this subsection applies, exemption from taxation under subsection (a) shall be denied because a substantial part of the activities of such organization consists of carrying on propaganda, or otherwise attempting, to influence legislation, but only if such organization normally—

(A) makes lobbying expenditures in excess of the lobbying ceiling amount for such organization for each taxable year, or

(B) makes grass roots expenditures in excess of the grass roots ceiling amount for such organization for each taxable year.

(2) Definitions

For purposes of this subsection—

(A) Lobbying expenditures

The term “lobbying expenditures” means expenditures for the purpose of influencing legislation (as defined in section 4911 (d)).

(B) Lobbying ceiling amount

The lobbying ceiling amount for any organization for any taxable year is 150 percent of the lobbying nontaxable amount for such organization for such taxable year, determined under section 4911.

(C) Grass roots expenditures

The term “grass roots expenditures” means expenditures for the purpose of influencing legislation (as defined in section 4911 (d) without regard to paragraph (1)(B) thereof).

(D) Grass roots ceiling amount

The grass roots ceiling amount for any organization for any taxable year is 150 percent of the grass roots nontaxable amount for such organization for such taxable year, determined under section 4911.

(3) Organizations to which this subsection applies

This subsection shall apply to any organization which has elected (in such manner and at such time as the Secretary may prescribe) to have the provisions of this subsection apply to such organization and which, for the taxable year which includes the date the election is made, is described in subsection (c)(3) and—

(A) is described in paragraph (4), and

(B) is not a disqualified organization under paragraph (5).

(4) Organizations permitted to elect to have this subsection apply

An organization is described in this paragraph if it is described in—

(A) section 170 (b)(1)(A)(ii) (relating to educational institutions),

(B) section 170 (b)(1)(A)(iii) (relating to hospitals and medical research organizations),

(C) section 170 (b)(1)(A)(iv) (relating to organizations supporting government schools),

(D) section 170 (b)(1)(A)(vi) (relating to organizations publicly supported by charitable contributions),

(E) section 509 (a)(2) (relating to organizations publicly supported by admissions, sales, etc.), or

(F) section 509 (a)(3) (relating to organizations supporting certain types of public charities) except that for purposes of this subparagraph, section 509 (a)(3) shall be applied without regard to the last sentence of section 509 (a).

(5) Disqualified organizations

For purposes of paragraph (3) an organization is a disqualified organization if it is—

(A) described in section 170 (b)(1)(A)(i) (relating to churches),

(B) an integrated auxiliary of a church or of a convention or association of churches, or

(C) a member of an affiliated group of organizations (within the meaning of section 4911 (f)(2)) if one or more members of such group is described in subparagraph (A) or (B).

(6) Years for which election is effective

An election by an organization under this subsection shall be effective for all taxable years of such organization which—

(A) end after the date the election is made, and

(B) begin before the date the election is revoked by such organization (under regulations prescribed by the Secretary).

(7) No effect on certain organizations

With respect to any organization for a taxable year for which—

(A) such organization is a disqualified organization (within the meaning of paragraph (5)), or

(B) an election under this subsection is not in effect for such organization,

nothing in this subsection or in section 4911 shall be construed to affect the interpretation of the phrase, “no substantial part of the activities of which is carrying on propaganda, or otherwise attempting, to influence legislation,” under subsection (c)(3).

(8) Affiliated organizations

For rules regarding affiliated organizations, see section 4911 (f).

(i) Prohibition of discrimination by certain social clubs

Notwithstanding subsection (a), an organization which is described in subsection (c)(7) shall not be exempt from taxation under subsection (a) for any taxable year if, at any time during such taxable year, the charter, bylaws, or other governing instrument, of such organization or any written policy statement of such organization contains a provision which provides for discrimination against any person on the basis of race, color, or religion. The preceding sentence to the extent it relates to discrimination on the basis of religion shall not apply to—

(1) an auxiliary of a fraternal beneficiary society if such society—

(A) is described in subsection (c)(8) and exempt from tax under subsection (a), and

(B) limits its membership to the members of a particular religion, or

(2) a club which in good faith limits its membership to the members of a particular religion in order to further the teachings or principles of that religion, and not to exclude individuals of a particular race or color.

(j) Special rules for certain amateur sports organizations

(1) In general

In the case of a qualified amateur sports organization—

(A) the requirement of subsection (c)(3) that no part of its activities involve the provision of athletic facilities or equipment shall not apply, and

(B) such organization shall not fail to meet the requirements of subsection (c)(3) merely because its membership is local or regional in nature.

(2) Qualified amateur sports organization defined

For purposes of this subsection, the term “qualified amateur sports organization” means any organization organized and operated exclusively to foster national or international amateur sports competition if such organization is also organized and operated primarily to conduct national or international competition in sports or to support and develop amateur athletes for national or international competition in sports.

(k) Treatment of certain organizations providing child care

For purposes of subsection (c)(3) of this section and sections 170 (c)(2), 2055 (a)(2), and 2522 (a)(2), the term “educational purposes” includes the providing of care of children away from their homes if—

(1) substantially all of the care provided by the organization is for purposes of enabling individuals to be gainfully employed, and

(2) the services provided by the organization are available to the general public.

(l) Government corporations exempt under subsection (c)(1)

For purposes of subsection (c)(1), the following organizations are described in this subsection:

(1) The Central Liquidity Facility established under title III of the Federal Credit Union Act (12 U.S.C. 1795 et seq.).

(2) The Resolution Trust Corporation established under section 21A of the Federal Home Loan Bank Act.

(3) The Resolution Funding Corporation established under section 21B of the Federal Home Loan Bank Act.

(m) Certain organizations providing commercial-type insurance not exempt from tax

(1) Denial of tax exemption where providing commercial-type insurance is substantial part of activities

An organization described in paragraph (3) or (4) of subsection (c) shall be exempt from tax under subsection (a) only if no substantial part of its activities consists of providing commercial-type insurance.

(2) Other organizations taxed as insurance companies on insurance business

In the case of an organization described in paragraph (3) or (4) of subsection (c) which is exempt from tax under subsection (a) after the application of paragraph (1) of this subsection—

(A) the activity of providing commercial-type insurance shall be treated as an unrelated trade or business (as defined in section 513), and

(B) in lieu of the tax imposed by section 511 with respect to such activity, such organization shall be treated as an insurance company for purposes of applying subchapter L with respect to such activity.

(3) Commercial-type insurance

For purposes of this subsection, the term “commercial-type insurance” shall not include—

(A) insurance provided at substantially below cost to a class of charitable recipients,

(B) incidental health insurance provided by a health maintenance organization of a kind customarily provided by such organizations,

(C) property or casualty insurance provided (directly or through an organization described in section 414 (e)(3)(B)(ii)) by a church or convention or association of churches for such church or convention or association of churches,

(D) providing retirement or welfare benefits (or both) by a church or a convention or association of churches (directly or through an organization described in section 414 (e)(3)(A) or 414 (e)(3)(B)(ii)) for the employees (including employees described in section 414(e)(3)(B)) of such church or convention or association of churches or the beneficiaries of such employees, and

(E) charitable gift annuities.

(4) Insurance includes annuities

For purposes of this subsection, the issuance of annuity contracts shall be treated as providing insurance.

(5) Charitable gift annuity

For purposes of paragraph (3)(E), the term “charitable gift annuity” means an annuity if—

(A) a portion of the amount paid in connection with the issuance of the annuity is allowable as a deduction under section 170 or 2055, and

(B) the annuity is described in section 514 (c)(5) (determined as if any amount paid in cash in connection with such issuance were property).

(n) Charitable risk pools

(1) In general

For purposes of this title—

(A) a qualified charitable risk pool shall be treated as an organization organized and operated exclusively for charitable purposes, and

(B) subsection (m) shall not apply to a qualified charitable risk pool.

(2) Qualified charitable risk pool

For purposes of this subsection, the term “qualified charitable risk pool” means any organization—

(A) which is organized and operated solely to pool insurable risks of its members (other than risks related to medical malpractice) and to provide information to its members with respect to loss control and risk management,

(B) which is comprised solely of members that are organizations described in subsection (c)(3) and exempt from tax under subsection (a), and

(C) which meets the organizational requirements of paragraph (3).

(3) Organizational requirements

An organization (hereinafter in this subsection referred to as the “risk pool”) meets the organizational requirements of this paragraph if—

(A) such risk pool is organized as a nonprofit organization under State law provisions authorizing risk pooling arrangements for charitable organizations,

(B) such risk pool is exempt from any income tax imposed by the State (or will be so exempt after such pool qualifies as an organization exempt from tax under this title),

(C) such risk pool has obtained at least $1,000,000 in startup capital from nonmember charitable organizations,

(D) such risk pool is controlled by a board of directors elected by its members, and

(E) the organizational documents of such risk pool require that—

(i) each member of such pool shall at all times be an organization described in subsection (c)(3) and exempt from tax under subsection (a),

(ii) any member which receives a final determination that it no longer qualifies as an organization described in subsection (c)(3) shall immediately notify the pool of such determination and the effective date of such determination, and

(iii) each policy of insurance issued by the risk pool shall provide that such policy will not cover the insured with respect to events occurring after the date such final determination was issued to the insured.

An organization shall not cease to qualify as a qualified charitable risk pool solely by reason of the failure of any of its members to continue to be an organization described in subsection (c)(3) if, within a reasonable period of time after such pool is notified as required under subparagraph (E)(ii), such pool takes such action as may be reasonably necessary to remove such member from such pool.

(4) Other definitions

For purposes of this subsection—

(A) Startup capital

The term “startup capital” means any capital contributed to, and any program-related investments (within the meaning of section 4944 (c)) made in, the risk pool before such pool commences operations.

(B) Nonmember charitable organization

The term “nonmember charitable organization” means any organization which is described in subsection (c)(3) and exempt from tax under subsection (a) and which is not a member of the risk pool and does not benefit (directly or indirectly) from the insurance coverage provided by the pool to its members.

(o) Treatment of hospitals participating in provider-sponsored organizations

An organization shall not fail to be treated as organized and operated exclusively for a charitable purpose for purposes of subsection (c)(3) solely because a hospital which is owned and operated by such organization participates in a provider-sponsored organization (as defined in section 1855(d) of the Social Security Act), whether or not the provider-sponsored organization is exempt from tax. For purposes of subsection (c)(3), any person with a material financial interest in such a provider-sponsored organization shall be treated as a private shareholder or individual with respect to the hospital.

(p) Suspension of tax-exempt status of terrorist organizations

(1) In general

The exemption from tax under subsection (a) with respect to any organization described in paragraph (2), and the eligibility of any organization described in paragraph (2) to apply for recognition of exemption under subsection (a), shall be suspended during the period described in paragraph (3).

(2) Terrorist organizations

An organization is described in this paragraph if such organization is designated or otherwise individually identified—

(A) under section 212(a)(3)(B)(vi)(II) or 219 of the Immigration and Nationality Act as a terrorist organization or foreign terrorist organization,

(B) in or pursuant to an Executive order which is related to terrorism and issued under the authority of the International Emergency Economic Powers Act or section 5 of the United Nations Participation Act of 1945 for the purpose of imposing on such organization an economic or other sanction, or

(C) in or pursuant to an Executive order issued under the authority of any Federal law if—

(i) the organization is designated or otherwise individually identified in or pursuant to such Executive order as supporting or engaging in terrorist activity (as defined in section 212(a)(3)(B) of the Immigration and Nationality Act) or supporting terrorism (as defined in section 140(d)(2) of the Foreign Relations Authorization Act, Fiscal Years 1988 and 1989); and

(ii) such Executive order refers to this subsection.

(3) Period of suspension

With respect to any organization described in paragraph (2), the period of suspension—

(A) begins on the later of—

(i) the date of the first publication of a designation or identification described in paragraph (2) with respect to such organization, or

(ii) the date of the enactment of this subsection, and

(B) ends on the first date that all designations and identifications described in paragraph (2) with respect to such organization are rescinded pursuant to the law or Executive order under which such designation or identification was made.

(4) Denial of deduction

No deduction shall be allowed under any provision of this title, including sections 170, 545 (b)(2), 556 (b)(2),^[5] 642 (c), 2055, 2106 (a)(2), and 2522, with respect to any contribution to an organization described in paragraph (2) during the period described in paragraph (3).

(5) Denial of administrative or judicial challenge of suspension or denial of deduction

Notwithstanding section 7428 or any other provision of law, no organization or other person may challenge a suspension under paragraph (1), a designation or identification described in paragraph (2), the period of suspension described in paragraph (3), or a denial of a deduction under paragraph (4) in any administrative or judicial proceeding relating to the Federal tax liability of such organization or other person.

(6) Erroneous designation

(A) In general

If—

(i) the tax exemption of any organization described in paragraph (2) is suspended under paragraph (1),

(ii) each designation and identification described in paragraph (2) which has been made with respect to such organization is determined to be erroneous pursuant to the law or Executive order under which such designation or identification was made, and

(iii) the erroneous designations and identifications result in an overpayment of income tax for any taxable year by such organization,

credit or refund (with interest) with respect to such overpayment shall be made.

(B) Waiver of limitations

If the credit or refund of any overpayment of tax described in subparagraph (A)(iii) is prevented at any time by the operation of any law or rule of law (including res judicata), such credit or refund may nevertheless be allowed or made if the claim therefor is filed before the close of the 1-year period beginning on the date of the last determination described in subparagraph (A)(ii).

(7) Notice of suspensions

If the tax exemption of any organization is suspended under this subsection, the Internal Revenue Service shall update the listings of tax-exempt organizations and shall publish appropriate notice to taxpayers of such suspension and of the fact that contributions to such organization are not deductible during the period of such suspension.

(q) Cross reference

For nonexemption of Communist-controlled organizations, see section 11(b) of the Internal Security Act of 1950 (64 Stat. 997; 50 U.S.C. 790 (b)).

[1] See References in Text note below.

[2] So in original. Probably should be followed by a period.

[3] So in original.

[4] So in original. Probably should be capitalized.

[5] See References in Text note below.

c. Appendix C § 170. Deductibility of Charitable Gifts

(a) Allowance of deduction

(1) General rule

There shall be allowed as a deduction any charitable contribution (as defined in subsection (c)) payment of which is made within the taxable year. A charitable contribution shall be allowable as a deduction only if verified under regulations prescribed by the Secretary.

(2) Corporations on accrual basis

In the case of a corporation reporting its taxable income on the accrual basis, if—

(A) the board of directors authorizes a charitable contribution during any taxable year, and

(B) payment of such contribution is made after the close of such taxable year and on or before the 15th day of the third month following the close of such taxable year,

then the taxpayer may elect to treat such contribution as paid during such taxable year. The election may be made only at the time of the filing of the return for such taxable year, and shall be signified in such manner as the Secretary shall by regulations prescribe.

(3) Future interests in tangible personal property

For purposes of this section, payment of a charitable contribution which consists of a future interest in tangible personal property shall be treated as made only when all intervening interests in, and rights to the actual possession or enjoyment of, the property have expired or are held by persons other than the taxpayer or those standing in a relationship to the taxpayer described in section 267 (b) or 707 (b). For purposes of the preceding sentence, a fixture which is intended to be severed from the real property shall be treated as tangible personal property.

(b) Percentage limitations

(1) Individuals

In the case of an individual, the deduction provided in subsection (a) shall be limited as provided in the succeeding subparagraphs.

(A) General rule

Any charitable contribution to—

(i) a church or a convention or association of churches,

(ii) an educational organization which normally maintains a regular faculty and curriculum and normally has a regularly enrolled body of pupils or students in attendance at the place where its educational activities are regularly carried on,

(iii) an organization the principal purpose or functions of which are the providing of medical or hospital care or medical education or medical research, if the organization is a hospital, or if the organization is a medical research organization directly engaged in the continuous active conduct of medical research in conjunction with a hospital, and during the calendar year in which the contribution is made such organization is committed to spend such contributions for such research before January 1 of the fifth calendar year which begins after the date such contribution is made,

(iv) an organization which normally receives a substantial part of its support (exclusive of income received in the exercise or performance by such organization of its charitable, educational, or other purpose or function constituting the basis for its exemption under section 501 (a)) from the United States or any State or political subdivision thereof or from direct or indirect contributions from the general public, and which is organized and operated exclusively to receive, hold, invest, and administer property and to make expenditures to or for the benefit of a college or university which is an organization referred to in clause (ii) of this subparagraph and which is an agency or instrumentality of a State or political subdivision thereof, or which is owned or operated by a State or political subdivision thereof or by an agency or instrumentality of one or more States or political subdivisions,

(v) a governmental unit referred to in subsection (c)(1),

(vi) an organization referred to in subsection (c)(2) which normally receives a substantial part of its support (exclusive of income received in the exercise or performance by such organization of its charitable, educational, or other purpose or function constituting the basis for its exemption under section 501 (a)) from a governmental unit referred to in subsection (c)(1) or from direct or indirect contributions from the general public,

(vii) a private foundation described in subparagraph (E), or

(viii) an organization described in section 509 (a)(2) or (3),

shall be allowed to the extent that the aggregate of such contributions does not exceed 50 percent of the taxpayer’s contribution base for the taxable year.

(B) Other contributions

Any charitable contribution other than a charitable contribution to which subparagraph (A) applies shall be allowed to the extent that the aggregate of such contributions does not exceed the lesser of—

(i) 30 percent of the taxpayer’s contribution base for the taxable year, or

(ii) the excess of 50 percent of the taxpayer’s contribution base for the taxable year over the amount of charitable contributions allowable under subparagraph (A) (determined without regard to subparagraph (C)).

If the aggregate of such contributions exceeds the limitation of the preceding sentence, such excess shall be treated (in a manner consistent with the rules of subsection (d)(1)) as a charitable contribution (to which subparagraph (A) does not apply) in each of the 5 succeeding taxable years in order of time.

(C) Special limitation with respect to contributions described in subparagraph (A) of certain capital gain property

(i) In the case of charitable contributions described in subparagraph (A) of capital gain property to which subsection (e)(1)(B) does not apply, the total amount of contributions of such property which may be taken into account under subsection (a) for any taxable year shall not exceed 30 percent of the taxpayer’s contribution base for such year. For purposes of this subsection, contributions of capital gain property to which this subparagraph applies shall be taken into account after all other charitable contributions (other than charitable contributions to which subparagraph (D) applies).

(ii) If charitable contributions described in subparagraph (A) of capital gain property to which clause (i) applies exceeds 30 percent of the taxpayer’s contribution base for any taxable year, such excess shall be treated, in a manner consistent with the rules of subsection (d)(1), as a charitable contribution of capital gain property to which clause (i) applies in each of the 5 succeeding taxable years in order of time.

(iii) At the election of the taxpayer (made at such time and in such manner as the Secretary prescribes by regulations), subsection (e)(1) shall apply to all contributions of capital gain property (to which subsection (e)(1)(B) does not otherwise apply) made by the taxpayer during the taxable year. If such an election is made, clauses (i) and (ii) shall not apply to contributions of capital gain property made during the taxable year, and, in applying subsection (d)(1) for such taxable year with respect to contributions of capital gain property made in any prior contribution year for which an election was not made under this clause, such contributions shall be reduced as if subsection (e)(1) had applied to such contributions in the year in which made.

(iv) For purposes of this paragraph, the term “capital gain property” means, with respect to any contribution, any capital asset the sale of which at its fair market value at the time of the contribution would have resulted in gain which would have been long-term capital gain. For purposes of the preceding sentence, any property which is property used in the trade or business (as defined in section 1231 (b)) shall be treated as a capital asset.

(D) Special limitation with respect to contributions of capital gain property to organizations not described in subparagraph (A)

(i) In general In the case of charitable contributions (other than charitable contributions to which subparagraph (A) applies) of capital gain property, the total amount of such contributions of such property taken into account under subsection (a) for any taxable year shall not exceed the lesser of—

(I) 20 percent of the taxpayer’s contribution base for the taxable year, or

(II) the excess of 30 percent of the taxpayer’s contribution base for the taxable year over the amount of the contributions of capital gain property to which subparagraph (C) applies.

For purposes of this subsection, contributions of capital gain property to which this subparagraph applies shall be taken into account after all other charitable contributions.

(ii) Carryover If the aggregate amount of contributions described in clause (i) exceeds the limitation of clause (i), such excess shall be treated (in a manner consistent with the rules of subsection (d)(1)) as a charitable contribution of capital gain property to which clause (i) applies in each of the 5 succeeding taxable years in order of time.

(E) Certain private foundations

The private foundations referred to in subparagraph (A)(vii) and subsection (e)(1)(B) are—

(i) a private operating foundation (as defined in section 4942 (j)(3)),

(ii) any other private foundation (as defined in section 509 (a)) which, not later than the 15th day of the third month after the close of the foundation’s taxable year in which contributions are received, makes qualifying distributions (as defined in section 4942 (g), without regard to paragraph (3) thereof), which are treated, after the application of section 4942 (g)(3), as distributions out of corpus (in accordance with section 4942 (h)) in an amount equal to 100 percent of such contributions, and with respect to which the taxpayer obtains adequate records or other sufficient evidence from the foundation showing that the foundation made such qualifying distributions, and

(iii) a private foundation all of the contributions to which are pooled in a common fund and which would be described in section 509 (a)(3) but for the right of any substantial contributor (hereafter in this clause called “donor”) or his spouse to designate annually the recipients, from among organizations described in paragraph (1) of section 509(a), of the income attributable to the donor’s contribution to the fund and to direct (by deed or by will) the payment, to an organization described in such paragraph (1), of the corpus in the common fund attributable to the donor’s contribution; but this clause shall apply only if all of the income of the common fund is required to be (and is) distributed to one or more organizations described in such paragraph (1) not later than the 15th day of the third month after the close of the taxable year in which the income is realized by the fund and only if all of the corpus attributable to any donor’s contribution to the fund is required to be (and is) distributed to one or more of such organizations not later than one year after his death or after the death of his surviving spouse if she has the right to designate the recipients of such corpus.

(F) Contribution base defined

For purposes of this section, the term “contribution base” means adjusted gross income (computed without regard to any net operating loss carryback to the taxable year under section 172).

(2) Corporations

In the case of a corporation, the total deductions under subsection (a) for any taxable year shall not exceed 10 percent of the taxpayer’s taxable income computed without regard to—

(A) this section,

(B) part VIII (except section 248),

(C) section 199,

(D) any net operating loss carryback to the taxable year under section 172, and

(E) any capital loss carryback to the taxable year under section 1212 (a)(1).

(c) Charitable contribution defined

For purposes of this section, the term “charitable contribution” means a contribution or gift to or for the use of—

(1) A State, a possession of the United States, or any political subdivision of any of the foregoing, or the United States or the District of Columbia, but only if the contribution or gift is made for exclusively public purposes.

(2) A corporation, trust, or community chest, fund, or foundation—

(A) created or organized in the United States or in any possession thereof, or under the law of the United States, any State, the District of Columbia, or any possession of the United States;

(B) organized and operated exclusively for religious, charitable, scientific, literary, or educational purposes, or to foster national or international amateur sports competition (but only if no part of its activities involve the provision of athletic facilities or equipment), or for the prevention of cruelty to children or animals;

(C) no part of the net earnings of which inures to the benefit of any private shareholder or individual; and

(D) which is not disqualified for tax exemption under section 501 (c)(3) by reason of attempting to influence legislation, and which does not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office.

A contribution or gift by a corporation to a trust, chest, fund, or foundation shall be deductible by reason of this paragraph only if it is to be used within the United States or any of its possessions exclusively for purposes specified in subparagraph (B). Rules similar to the rules of section 501 (j) shall apply for purposes of this paragraph.

(3) A post or organization of war veterans, or an auxiliary unit or society of, or trust or foundation for, any such post or organization—

(A) organized in the United States or any of its possessions, and

(B) no part of the net earnings of which inures to the benefit of any private shareholder or individual.

(4) In the case of a contribution or gift by an individual, a domestic fraternal society, order, or association, operating under the lodge system, but only if such contribution or gift is to be used exclusively for religious, charitable, scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals.

(5) A cemetery company owned and operated exclusively for the benefit of its members, or any corporation chartered solely for burial purposes as a cemetery corporation and not permitted by its charter to engage in any business not necessarily incident to that purpose, if such company or corporation is not operated for profit and no part of the net earnings of such company or corporation inures to the benefit of any private shareholder or individual.

For purposes of this section, the term “charitable contribution” also means an amount treated under subsection (g) as paid for the use of an organization described in paragraph (2), (3), or (4).

(d) Carryovers of excess contributions

(1) Individuals

(A) In general

In the case of an individual, if the amount of charitable contributions described in subsection (b)(1)(A) payment of which is made within a taxable year (hereinafter in this paragraph referred to as the “contribution year”) exceeds 50 percent of the taxpayer’s contribution base for such year, such excess shall be treated as a charitable contribution described in subsection (b)(1)(A) paid in each of the 5 succeeding taxable years in order of time, but, with respect to any such succeeding taxable year, only to the extent of the lesser of the two following amounts:

(i) the amount by which 50 percent of the taxpayer’s contribution base for such succeeding taxable year exceeds the sum of the charitable contributions described in subsection (b)(1)(A) payment of which is made by the taxpayer within such succeeding taxable year (determined without regard to this subparagraph) and the charitable contributions described in subsection (b)(1)(A) payment of which was made in taxable years before the contribution year which are treated under this subparagraph as having been paid in such succeeding taxable year; or

(ii) in the case of the first succeeding taxable year, the amount of such excess, and in the case of the second, third, fourth, or fifth succeeding taxable year, the portion of such excess not treated under this subparagraph as a charitable contribution described in subsection (b)(1)(A) paid in any taxable year intervening between the contribution year and such succeeding taxable year.

(B) Special rule for net operating loss carryovers

In applying subparagraph (A), the excess determined under subparagraph (A) for the contribution year shall be reduced to the extent that such excess reduces taxable income (as computed for purposes of the second sentence of section 172 (b)(2)) and increases the net operating loss deduction for a taxable year succeeding the contribution year.

(2) Corporations

(A) In general

Any contribution made by a corporation in a taxable year (hereinafter in this paragraph referred to as the “contribution year”) in excess of the amount deductible for such year under subsection (b)(2) shall be deductible for each of the 5 succeeding taxable years in order of time, but only to the extent of the lesser of the two following amounts:

(i) the excess of the maximum amount deductible for such succeeding taxable year under subsection (b)(2) over the sum of the contributions made in such year plus the aggregate of the excess contributions which were made in taxable years before the contribution year and which are deductible under this subparagraph for such succeeding taxable year; or

(ii) in the case of the first succeeding taxable year, the amount of such excess contribution, and in the case of the second, third, fourth, or fifth succeeding taxable year, the portion of such excess contribution not deductible under this subparagraph for any taxable year intervening between the contribution year and such succeeding taxable year.

(B) Special rule for net operating loss carryovers

For purposes of subparagraph (A), the excess of—

(i) the contributions made by a corporation in a taxable year to which this section applies, over

(ii) the amount deductible in such year under the limitation in subsection (b)(2),

shall be reduced to the extent that such excess reduces taxable income (as computed for purposes of the second sentence of section 172 (b)(2)) and increases a net operating loss carryover under section 172 to a succeeding taxable year.

(e) Certain contributions of ordinary income and capital gain property

(1) General rule

The amount of any charitable contribution of property otherwise taken into account under this section shall be reduced by the sum of—

(A) the amount of gain which would not have been long-term capital gain if the property contributed had been sold by the taxpayer at its fair market value (determined at the time of such contribution), and

(B) in the case of a charitable contribution—

(i) of tangible personal property, if the use by the donee is unrelated to the purpose or function constituting the basis for its exemption under section 501 (or, in the case of a governmental unit, to any purpose or function described in subsection (c)),

(ii) to or for the use of a private foundation (as defined in section 509 (a)), other than a private foundation described in subsection (b)(1)(E), or

(iii) of any patent, copyright (other than a copyright described in section 1221 (a)(3) or 1231 (b)(1)(C)), trademark, trade name, trade secret, know-how, software (other than software described in section 197 (e)(3)(A)(i)), or similar property, or applications or registrations of such property,

the amount of gain which would have been long-term capital gain if the property contributed had been sold by the taxpayer at its fair market value (determined at the time of such contribution).

For purposes of applying this paragraph (other than in the case of gain to which section 617 (d)(1), 1245 (a), 1250 (a), 1252 (a), or 1254 (a) applies), property which is property used in the trade or business (as defined in section 1231 (b)) shall be treated as a capital asset. For purposes of applying this paragraph in the case of a charitable contribution of stock in an S corporation, rules similar to the rules of section 751 shall apply in determining whether gain on such stock would have been long-term capital gain if such stock were sold by the taxpayer.

(2) Allocation of basis

For purposes of paragraph (1), in the case of a charitable contribution of less than the taxpayer’s entire interest in the property contributed, the taxpayer’s adjusted basis in such property shall be allocated between the interest contributed and any interest not contributed in accordance with regulations prescribed by the Secretary.

(3) Special rule for certain contributions of inventory and other property

(A) Qualified contributions

For purposes of this paragraph, a qualified contribution shall mean a charitable contribution of property described in paragraph (1) or (2) of section 1221 (a), by a corporation (other than a corporation which is an S corporation) to an organization which is described in section 501 (c)(3) and is exempt under section 501 (a) (other than a private foundation, as defined in section 509 (a), which is not an operating foundation, as defined in section 4942 (j)(3)), but only if—

(i) the use of the property by the donee is related to the purpose or function constituting the basis for its exemption under section 501 and the property is to be used by the donee solely for the care of the ill, the needy, or infants;

(ii) the property is not transferred by the donee in exchange for money, other property, or services;

(iii) the taxpayer receives from the donee a written statement representing that its use and disposition of the property will be in accordance with the provisions of clauses (i) and (ii); and

(iv) in the case where the property is subject to regulation under the Federal Food, Drug, and Cosmetic Act, as amended, such property must fully satisfy the applicable requirements of such Act and regulations promulgated thereunder on the date of transfer and for one hundred and eighty days prior thereto.

(B) Amount of reduction

The reduction under paragraph (1)(A) for any qualified contribution (as defined in subparagraph (A)) shall be no greater than the sum of—

(i) one-half of the amount computed under paragraph (1)(A) (computed without regard to this paragraph), and

(ii) the amount (if any) by which the charitable contribution deduction under this section for any qualified contribution (computed by taking into account the amount determined in clause (i), but without regard to this clause) exceeds twice the basis of such property.

(C) Special rule for contributions of food inventory

(i) General rule In the case of a charitable contribution of food from any trade or business of the taxpayer, this paragraph shall be applied—

(I) without regard to whether the contribution is made by a C corporation, and

(II) only to food that is apparently wholesome food.

(ii) Limitation In the case of a taxpayer other than a C corporation, the aggregate amount of such contributions for any taxable year which may be taken into account under this section shall not exceed 10 percent of the taxpayer’s aggregate net income for such taxable year from all trades or businesses from which such contributions were made for such year, computed without regard to this section.

(iii) Apparently wholesome food For purposes of this subparagraph, the term “apparently wholesome food” has the meaning given to such term by section 22(b)(2) of the Bill Emerson Good Samaritan Food Donation Act (42 U.S.C. 1791 (b)(2)), as in effect on the date of the enactment of this subparagraph.

(iv) Termination This subparagraph shall not apply to contributions made after December 31, 2005.

(D) Special rule for contributions of book inventory to public schools

(i) Contributions of book inventory In determining whether a qualified book contribution is a qualified contribution, subparagraph (A) shall be applied without regard to whether the donee is an organization described in the matter preceding clause (i) of subparagraph (A).

(ii) Qualified book contribution For purposes of this paragraph, the term “qualified book contribution” means a charitable contribution of books to a public school which is an educational organization described in subsection (b)(1)(A)(ii) and which provides elementary education or secondary education (kindergarten through grade 12).

(iii) Certification by donee Subparagraph (A) shall not apply to any contribution unless (in addition to the certifications required by subparagraph (A) (as modified by this subparagraph)), the donee certifies in writing that—

(I) the books are suitable, in terms of currency, content, and quantity, for use in the donee’s educational programs, and

(II) the donee will use the books in its educational programs.

(iv) Termination This subparagraph shall not apply to contributions made after December 31, 2005.

(E) This paragraph shall not apply to so much of the amount of the gain described in paragraph (1)(A) which would be long-term capital gain but for the application of sections 617, 1245, 1250, or 1252.

(4) Special rule for contributions of scientific property used for research

(A) Limit on reduction

In the case of a qualified research contribution, the reduction under paragraph (1)(A) shall be no greater than the amount determined under paragraph (3)(B).

(B) Qualified research contributions

For purposes of this paragraph, the term “qualified research contribution” means a charitable contribution by a corporation of tangible personal property described in paragraph (1) of section 1221 (a), but only if—

(i) the contribution is to an organization described in subparagraph (A) or subparagraph (B) of section 41 (e)(6),

(ii) the property is constructed by the taxpayer,

(iii) the contribution is made not later than 2 years after the date the construction of the property is substantially completed,

(iv) the original use of the property is by the donee,

(v) the property is scientific equipment or apparatus substantially all of the use of which by the donee is for research or experimentation (within the meaning of section 174), or for research training, in the United States in physical or biological sciences,

(vi) the property is not transferred by the donee in exchange for money, other property, or services, and

(vii) the taxpayer receives from the donee a written statement representing that its use and disposition of the property will be in accordance with the provisions of clauses (v) and (vi).

(C) Construction of property by taxpayer

For purposes of this paragraph, property shall be treated as constructed by the taxpayer only if the cost of the parts used in the construction of such property (other than parts manufactured by the taxpayer or a related person) do not exceed 50 percent of the taxpayer’s basis in such property.

(D) Corporation

For purposes of this paragraph, the term “corporation” shall not include—

(i) an S corporation,

(ii) a personal holding company (as defined in section 542), and

(iii) a service organization (as defined in section 414 (m)(3)).

(5) Special rule for contributions of stock for which market quotations are readily available

(A) In general

Subparagraph (B)(ii) of paragraph (1) shall not apply to any contribution of qualified appreciated stock.

(B) Qualified appreciated stock

Except as provided in subparagraph (C), for purposes of this paragraph, the term “qualified appreciated stock” means any stock of a corporation—

(i) for which (as of the date of the contribution) market quotations are readily available on an established securities market, and

(ii) which is capital gain property (as defined in subsection (b)(1)(C)(iv)).

(C) Donor may not contribute more than 10 percent of stock of corporation

(i) In general In the case of any donor, the term “qualified appreciated stock” shall not include any stock of a corporation contributed by the donor in a contribution to which paragraph (1)(B)(ii) applies (determined without regard to this paragraph) to the extent that the amount of the stock so contributed (when increased by the aggregate amount of all prior such contributions by the donor of stock in such corporation) exceeds 10 percent (in value) of all of the outstanding stock of such corporation.

(ii) Special rule For purposes of clause (i), an individual shall be treated as making all contributions made by any member of his family (as defined in section 267 (c)(4)).

(6) Special rule for contributions of computer technology and equipment for educational purposes

(A) Limit on reduction

In the case of a qualified computer contribution, the reduction under paragraph (1)(A) shall be no greater than the amount determined under paragraph (3)(B).

(B) Qualified computer contribution

For purposes of this paragraph, the term “qualified computer contribution” means a charitable contribution by a corporation of any computer technology or equipment, but only if—

(i) the contribution is to—

(I) an educational organization described in subsection (b)(1)(A)(ii),

(II) an entity described in section 501 (c)(3) and exempt from tax under section 501 (a) (other than an entity described in subclause (I)) that is organized primarily for purposes of supporting elementary and secondary education, or

(III) a public library (within the meaning of section 213(1)(A) of the Library Services and Technology Act (20 U.S.C. 9122 (1)(A))),^[1] as in effect on the date of the enactment of the Community Renewal Tax Relief Act of 2000), established and maintained by an entity described in subsection (c)(1),

(ii) the contribution is made not later than 3 years after the date the taxpayer acquired the property (or in the case of property constructed by the taxpayer, the date the construction of the property is substantially completed),

(iii) the original use of the property is by the donor or the donee,

(iv) substantially all of the use of the property by the donee is for use within the United States for educational purposes that are related to the purpose or function of the donee,

(v) the property is not transferred by the donee in exchange for money, other property, or services, except for shipping, installation and transfer costs,

(vi) the property will fit productively into the donee’s education plan,

(vii) the donee’s use and disposition of the property will be in accordance with the provisions of clauses (iv) and (v), and

(viii) the property meets such standards, if any, as the Secretary may prescribe by regulation to assure that the property meets minimum functionality and suitability standards for educational purposes.

(C) Contribution to private foundation

A contribution by a corporation of any computer technology or equipment to a private foundation (as defined in section 509) shall be treated as a qualified computer contribution for purposes of this paragraph if—

(i) the contribution to the private foundation satisfies the requirements of clauses (ii) and (v) of subparagraph (B), and

(ii) within 30 days after such contribution, the private foundation—

(I) contributes the property to a donee described in clause (i) of subparagraph (B) that satisfies the requirements of clauses (iv) through (vii) of subparagraph (B), and

(II) notifies the donor of such contribution.

(D) Donations of property reacquired by manufacturer

In the case of property which is reacquired by the person who constructed the property—

(i) subparagraph (B)(ii) shall be applied to a contribution of such property by such person by taking into account the date that the original construction of the property was substantially completed, and

(ii) subparagraph (B)(iii) shall not apply to such contribution.

(E) Special rule relating to construction of property

For the purposes of this paragraph, the rules of paragraph (4)(C) shall apply.

(F) Definitions

For the purposes of this paragraph—

(i) Computer technology or equipment The term “computer technology or equipment” means computer software (as defined by section 197 (e)(3)(B)), computer or peripheral equipment (as defined by section 168 (i)(2)(B)), and fiber optic cable related to computer use.

(ii) Corporation The term “corporation” has the meaning given to such term by paragraph (4)(D).

(G) Termination

This paragraph shall not apply to any contribution made during any taxable year beginning after December 31, 2005.

(f) Disallowance of deduction in certain cases and special rules

(1) In general

No deduction shall be allowed under this section for a contribution to or for the use of an organization or trust described in section 508 (d) or 4948 (c)(4) subject to the conditions specified in such sections.

(2) Contributions of property placed in trust

(A) Remainder interest

In the case of property transferred in trust, no deduction shall be allowed under this section for the value of a contribution of a remainder interest unless the trust is a charitable remainder annuity trust or a charitable remainder unitrust (described in section 664), or a pooled income fund (described in section 642 (c)(5)).

(B) Income interests, etc.

No deduction shall be allowed under this section for the value of any interest in property (other than a remainder interest) transferred in trust unless the interest is in the form of a guaranteed annuity or the trust instrument specifies that the interest is a fixed percentage distributed yearly of the fair market value of the trust property (to be determined yearly) and the grantor is treated as the owner of such interest for purposes of applying section 671. If the donor ceases to be treated as the owner of such an interest for purposes of applying section 671, at the time the donor ceases to be so treated, the donor shall for purposes of this chapter be considered as having received an amount of income equal to the amount of any deduction he received under this section for the contribution reduced by the discounted value of all amounts of income earned by the trust and taxable to him before the time at which he ceases to be treated as the owner of the interest. Such amounts of income shall be discounted to the date of the contribution. The Secretary shall prescribe such regulations as may be necessary to carry out the purposes of this subparagraph.

(C) Denial of deduction in case of payments by certain trusts

In any case in which a deduction is allowed under this section for the value of an interest in property described in subparagraph (B), transferred in trust, no deduction shall be allowed under this section to the grantor or any other person for the amount of any contribution made by the trust with respect to such interest.

(D) Exception

This paragraph shall not apply in a case in which the value of all interests in property transferred in trust are deductible under subsection (a).

(3) Denial of deduction in case of certain contributions of partial interests in property

(A) In general

In the case of a contribution (not made by a transfer in trust) of an interest in property which consists of less than the taxpayer’s entire interest in such property, a deduction shall be allowed under this section only to the extent that the value of the interest contributed would be allowable as a deduction under this section if such interest had been transferred in trust. For purposes of this subparagraph, a contribution by a taxpayer of the right to use property shall be treated as a contribution of less than the taxpayer’s entire interest in such property.

(B) Exceptions

Subparagraph (A) shall not apply to—

(i) a contribution of a remainder interest in a personal residence or farm,

(ii) a contribution of an undivided portion of the taxpayer’s entire interest in property, and

(iii) a qualified conservation contribution.

(4) Valuation of remainder interest in real property

For purposes of this section, in determining the value of a remainder interest in real property, depreciation (computed on the straight line method) and depletion of such property shall be taken into account, and such value shall be discounted at a rate of 6 percent per annum, except that the Secretary may prescribe a different rate.

(5) Reduction for certain interest

If, in connection with any charitable contribution, a liability is assumed by the recipient or by any other person, or if a charitable contribution is of property which is subject to a liability, then, to the extent necessary to avoid the duplication of amounts, the amount taken into account for purposes of this section as the amount of the charitable contribution—

(A) shall be reduced for interest

(i) which has been paid (or is to be paid) by the taxpayer,

(ii) which is attributable to the liability, and

(iii) which is attributable to any period after the making of the contribution, and

(B) in the case of a bond, shall be further reduced for interest

(i) which has been paid (or is to be paid) by the taxpayer on indebtedness incurred or continued to purchase or carry such bond, and

(ii) which is attributable to any period before the making of the contribution.

The reduction pursuant to subparagraph (B) shall not exceed the interest (including interest equivalent) on the bond which is attributable to any period before the making of the contribution and which is not (under the taxpayer’s method of accounting) includible in the gross income of the taxpayer for any taxable year. For purposes of this paragraph, the term “bond” means any bond, debenture, note, or certificate or other evidence of indebtedness.

(6) Deductions for out-of-pocket expenditures

No deduction shall be allowed under this section for an out-of-pocket expenditure made by any person on behalf of an organization described in subsection (c) (other than an organization described in section 501 (h)(5) (relating to churches, etc.)) if the expenditure is made for the purpose of influencing legislation (within the meaning of section 501 (c)(3)).

(7) Reformations to comply with paragraph (2)

(A) In general

A deduction shall be allowed under subsection (a) in respect of any qualified reformation (within the meaning of section 2055 (e)(3)(B)).

(B) Rules similar to section 2055 (e)(3) to apply

For purposes of this paragraph, rules similar to the rules of section 2055 (e)(3) shall apply.

(8) Substantiation requirement for certain contributions

(A) General rule

No deduction shall be allowed under subsection (a) for any contribution of $250 or more unless the taxpayer substantiates the contribution by a contemporaneous written acknowledgment of the contribution by the donee organization that meets the requirements of subparagraph (B).

(B) Content of acknowledgement

An acknowledgement meets the requirements of this subparagraph if it includes the following information:

(i) The amount of cash and a description (but not value) of any property other than cash contributed.

(ii) Whether the donee organization provided any goods or services in consideration, in whole or in part, for any property described in clause (i).

(iii) A description and good faith estimate of the value of any goods or services referred to in clause (ii) or, if such goods or services consist solely of intangible religious benefits, a statement to that effect.

For purposes of this subparagraph, the term “intangible religious benefit” means any intangible religious benefit which is provided by an organization organized exclusively for religious purposes and which generally is not sold in a commercial transaction outside the donative context.

(C) Contemporaneous

For purposes of subparagraph (A), an acknowledgment shall be considered to be contemporaneous if the taxpayer obtains the acknowledgment on or before the earlier of—

(i) the date on which the taxpayer files a return for the taxable year in which the contribution was made, or

(ii) the due date (including extensions) for filing such return.

(D) Substantiation not required for contributions reported by the donee organization

Subparagraph (A) shall not apply to a contribution if the donee organization files a return, on such form and in accordance with such regulations as the Secretary may prescribe, which includes the information described in subparagraph (B) with respect to the contribution.

(E) Regulations

The Secretary shall prescribe such regulations as may be necessary or appropriate to carry out the purposes of this paragraph, including regulations that may provide that some or all of the requirements of this paragraph do not apply in appropriate cases.

(9) Denial of deduction where contribution for lobbying activities

No deduction shall be allowed under this section for a contribution to an organization which conducts activities to which section 162 (e)(1) applies on matters of direct financial interest to the donor’s trade or business, if a principal purpose of the contribution was to avoid Federal income tax by securing a deduction for such activities under this section which would be disallowed by reason of section 162 (e) if the donor had conducted such activities directly. No deduction shall be allowed under section 162 (a) for any amount for which a deduction is disallowed under the preceding sentence.

(10) Split-dollar life insurance, annuity, and endowment contracts

(A) In general

Nothing in this section or in section 545 (b)(2), 642 (c), 2055, 2106 (a)(2), or 2522 shall be construed to allow a deduction, and no deduction shall be allowed, for any transfer to or for the use of an organization described in subsection (c) if in connection with such transfer—

(i) the organization directly or indirectly pays, or has previously paid, any premium on any personal benefit contract with respect to the transferor, or

(ii) there is an understanding or expectation that any person will directly or indirectly pay any premium on any personal benefit contract with respect to the transferor.

(B) Personal benefit contract

For purposes of subparagraph (A), the term “personal benefit contract” means, with respect to the transferor, any life insurance, annuity, or endowment contract if any direct or indirect beneficiary under such contract is the transferor, any member of the transferor’s family, or any other person (other than an organization described in subsection (c)) designated by the transferor.

(C) Application to charitable remainder trusts

In the case of a transfer to a trust referred to in subparagraph (E), references in subparagraphs (A) and (F) to an organization described in subsection (c) shall be treated as a reference to such trust.

(D) Exception for certain annuity contracts

If, in connection with a transfer to or for the use of an organization described in subsection (c), such organization incurs an obligation to pay a charitable gift annuity (as defined in section 501 (m)) and such organization purchases any annuity contract to fund such obligation, persons receiving payments under the charitable gift annuity shall not be treated for purposes of subparagraph (B) as indirect beneficiaries under such contract if—

(i) such organization possesses all of the incidents of ownership under such contract,

(ii) such organization is entitled to all the payments under such contract, and

(iii) the timing and amount of payments under such contract are substantially the same as the timing and amount of payments to each such person under such obligation (as such obligation is in effect at the time of such transfer).

(E) Exception for certain contracts held by charitable remainder trusts

A person shall not be treated for purposes of subparagraph (B) as an indirect beneficiary under any life insurance, annuity, or endowment contract held by a charitable remainder annuity trust or a charitable remainder unitrust (as defined in section 664 (d)) solely by reason of being entitled to any payment referred to in paragraph (1)(A) or (2)(A) of section 664 (d) if—

(i) such trust possesses all of the incidents of ownership under such contract, and

(ii) such trust is entitled to all the payments under such contract.

(F) Excise tax on premiums paid

(i) In general There is hereby imposed on any organization described in subsection (c) an excise tax equal to the premiums paid by such organization on any life insurance, annuity, or endowment contract if the payment of premiums on such contract is in connection with a transfer for which a deduction is not allowable under subparagraph (A), determined without regard to when such transfer is made.

(ii) Payments by other persons For purposes of clause (i), payments made by any other person pursuant to an understanding or expectation referred to in subparagraph (A) shall be treated as made by the organization.

(iii) Reporting Any organization on which tax is imposed by clause (i) with respect to any premium shall file an annual return which includes—

(I) the amount of such premiums paid during the year and the name and TIN of each beneficiary under the contract to which the premium relates, and

(II) such other information as the Secretary may require.

The penalties applicable to returns required under section 6033 shall apply to returns required under this clause. Returns required under this clause shall be furnished at such time and in such manner as the Secretary shall by forms or regulations require.

(iv) Certain rules to apply The tax imposed by this subparagraph shall be treated as imposed by chapter 42 for purposes of this title other than subchapter B of chapter 42.

(G) Special rule where State requires specification of charitable gift annuitant in contract

In the case of an obligation to pay a charitable gift annuity referred to in subparagraph (D) which is entered into under the laws of a State which requires, in order for the charitable gift annuity to be exempt from insurance regulation by such State, that each beneficiary under the charitable gift annuity be named as a beneficiary under an annuity contract issued by an insurance company authorized to transact business in such State, the requirements of clauses (i) and (ii) of subparagraph (D) shall be treated as met if—

(i) such State law requirement was in effect on February 8, 1999,

(ii) each such beneficiary under the charitable gift annuity is a bona fide resident of such State at the time the obligation to pay a charitable gift annuity is entered into, and

(iii) the only persons entitled to payments under such contract are persons entitled to payments as beneficiaries under such obligation on the date such obligation is entered into.

(H) Member of family

For purposes of this paragraph, an individual’s family consists of the individual’s grandparents, the grandparents of such individual’s spouse, the lineal descendants of such grandparents, and any spouse of such a lineal descendant.

(I) Regulations

The Secretary shall prescribe such regulations as may be necessary or appropriate to carry out the purposes of this paragraph, including regulations to prevent the avoidance of such purposes.

(11) Qualified appraisal and other documentation for certain contributions

(A) In general

(i) Denial of deduction In the case of an individual, partnership, or corporation, no deduction shall be allowed under subsection (a) for any contribution of property for which a deduction of more than $500 is claimed unless such person meets the requirements of subparagraphs (B), (C), and (D), as the case may be, with respect to such contribution.

(ii) Exceptions

(I) Readily valued property Subparagraphs (C) and (D) shall not apply to cash, property described in subsection (e)(1)(B)(iii) or section 1221 (a)(1), publicly traded securities (as defined in section 6050L (a)(2)(B)), and any qualified vehicle described in paragraph (12)(A)(ii) for which an acknowledgement under paragraph (12)(B)(iii) is provided.

(II) Reasonable cause Clause (i) shall not apply if it is shown that the failure to meet such requirements is due to reasonable cause and not to willful neglect.

(B) Property description for contributions of more than $500

In the case of contributions of property for which a deduction of more than $500 is claimed, the requirements of this subparagraph are met if the individual, partnership or corporation includes with the return for the taxable year in which the contribution is made a description of such property and such other information as the Secretary may require. The requirements of this subparagraph shall not apply to a C corporation which is not a personal service corporation or a closely held C corporation.

(C) Qualified appraisal for contributions of more than $5,000

In the case of contributions of property for which a deduction of more than $5,000 is claimed, the requirements of this subparagraph are met if the individual, partnership, or corporation obtains a qualified appraisal of such property and attaches to the return for the taxable year in which such contribution is made such information regarding such property and such appraisal as the Secretary may require.

(D) Substantiation for contributions of more than $500,000

In the case of contributions of property for which a deduction of more than $500,000 is claimed, the requirements of this subparagraph are met if the individual, partnership, or corporation attaches to the return for the taxable year a qualified appraisal of such property.

(E) Qualified appraisal

For purposes of this paragraph, the term “qualified appraisal” means, with respect to any property, an appraisal of such property which is treated for purposes of this paragraph as a qualified appraisal under regulations or other guidance prescribed by the Secretary.

(F) Aggregation of similar items of property

For purposes of determining thresholds under this paragraph, property and all similar items of property donated to 1 or more donees shall be treated as 1 property.

(G) Special rule for pass-thru entities

In the case of a partnership or S corporation, this paragraph shall be applied at the entity level, except that the deduction shall be denied at the partner or shareholder level.

(H) Regulations

The Secretary may prescribe such regulations as may be necessary or appropriate to carry out the purposes of this paragraph, including regulations that may provide that some or all of the requirements of this paragraph do not apply in appropriate cases.

(12) Contributions of used motor vehicles, boats, and airplanes

(A) In general

In the case of a contribution of a qualified vehicle the claimed value of which exceeds $500—

(i) paragraph (8) shall not apply and no deduction shall be allowed under subsection (a) for such contribution unless the taxpayer substantiates the contribution by a contemporaneous written acknowledgement of the contribution by the donee organization that meets the requirements of subparagraph (B) and includes the acknowledgement with the taxpayer’s return of tax which includes the deduction, and

(ii) if the organization sells the vehicle without any significant intervening use or material improvement of such vehicle by the organization, the amount of the deduction allowed under subsection (a) shall not exceed the gross proceeds received from such sale.

(B) Content of acknowledgement

An acknowledgement meets the requirements of this subparagraph if it includes the following information:

(i) The name and taxpayer identification number of the donor.

(ii) The vehicle identification number or similar number.

(iii) In the case of a qualified vehicle to which subparagraph (A)(ii) applies—

(I) a certification that the vehicle was sold in an arm’s length transaction between unrelated parties,

(II) the gross proceeds from the sale, and

(III) a statement that the deductible amount may not exceed the amount of such gross proceeds.

(iv) In the case of a qualified vehicle to which subparagraph (A)(ii) does not apply—

(I) a certification of the intended use or material improvement of the vehicle and the intended duration of such use, and

(II) a certification that the vehicle would not be transferred in exchange for money, other property, or services before completion of such use or improvement.

(v) Whether the donee organization provided any goods or services in consideration, in whole or in part, for the qualified vehicle.

(vi) A description and good faith estimate of the value of any goods or services referred to in clause (v) or, if such goods or services consist solely of intangible religious benefits (as defined in paragraph (8)(B)), a statement to that effect.

(C) Contemporaneous

For purposes of subparagraph (A), an acknowledgement shall be considered to be contemporaneous if the donee organization provides it within 30 days of—

(i) the sale of the qualified vehicle, or

(ii) in the case of an acknowledgement including a certification described in subparagraph (B)(iv), the contribution of the qualified vehicle.

(D) Information to Secretary

A donee organization required to provide an acknowledgement under this paragraph shall provide to the Secretary the information contained in the acknowledgement. Such information shall be provided at such time and in such manner as the Secretary may prescribe.

(E) Qualified vehicle

For purposes of this paragraph, the term “qualified vehicle” means any—

(i) motor vehicle manufactured primarily for use on public streets, roads, and highways,

(ii) boat, or

(iii) airplane.

Such term shall not include any property which is described in section 1221 (a)(1).

(F) Regulations or other guidance

The Secretary shall prescribe such regulations or other guidance as may be necessary to carry out the purposes of this paragraph. The Secretary may prescribe regulations or other guidance which exempts sales by the donee organization which are in direct furtherance of such organization’s charitable purpose from the requirements of subparagraphs (A)(ii) and (B)(iv)(II).

(g) Amounts paid to maintain certain students as members of taxpayer’s household

(1) In general

Subject to the limitations provided by paragraph (2), amounts paid by the taxpayer to maintain an individual (other than a dependent, as defined in section 152 (determined without regard to subsections (b)(1), (b)(2), and (d)(1)(B) thereof), or a relative of the taxpayer) as a member of his household during the period that such individual is—

(A) a member of the taxpayer’s household under a written agreement between the taxpayer and an organization described in paragraph (2), (3), or (4) of subsection (c) to implement a program of the organization to provide educational opportunities for pupils or students in private homes, and

(B) a full-time pupil or student in the twelfth or any lower grade at an educational organization described in section 170 (b)(1)(A)(ii) located in the United States,

shall be treated as amounts paid for the use of the organization.

(2) Limitations

(A) Amount

Paragraph (1) shall apply to amounts paid within the taxable year only to the extent that such amounts do not exceed $50 multiplied by the number of full calendar months during the taxable year which fall within the period described in paragraph (1). For purposes of the preceding sentence, if 15 or more days of a calendar month fall within such period such month shall be considered as a full calendar month.

(B) Compensation or reimbursement

Paragraph (1) shall not apply to any amount paid by the taxpayer within the taxable year if the taxpayer receives any money or other property as compensation or reimbursement for maintaining the individual in his household during the period described in paragraph (1).

(3) Relative defined

For purposes of paragraph (1), the term “relative of the taxpayer” means an individual who, with respect to the taxpayer, bears any of the relationships described in subparagraphs (A) through (G) of section 152 (d)(2).

(4) No other amount allowed as deduction

No deduction shall be allowed under subsection (a) for any amount paid by a taxpayer to maintain an individual as a member of his household under a program described in paragraph (1)(A) except as provided in this subsection.

(h) Qualified conservation contribution

(1) In general

For purposes of subsection (f)(3)(B)(iii), the term “qualified conservation contribution” means a contribution—

(A) of a qualified real property interest,

(B) to a qualified organization,

(C) exclusively for conservation purposes.

(2) Qualified real property interest

For purposes of this subsection, the term “qualified real property interest” means any of the following interests in real property:

(A) the entire interest of the donor other than a qualified mineral interest,

(B) a remainder interest, and

(C) a restriction (granted in perpetuity) on the use which may be made of the real property.

(3) Qualified organization

For purposes of paragraph (1), the term “qualified organization” means an organization which—

(A) is described in clause (v) or (vi) of subsection (b)(1)(A), or

(B) is described in section 501 (c)(3) and—

(i) meets the requirements of section 509 (a)(2), or

(ii) meets the requirements of section 509 (a)(3) and is controlled by an organization described in subparagraph (A) or in clause (i) of this subparagraph.

(4) Conservation purpose defined

(A) In general

For purposes of this subsection, the term “conservation purpose” means—

(i) the preservation of land areas for outdoor recreation by, or the education of, the general public,

(ii) the protection of a relatively natural habitat of fish, wildlife, or plants, or similar ecosystem,

(iii) the preservation of open space (including farmland and forest land) where such preservation is—

(I) for the scenic enjoyment of the general public, or

(II) pursuant to a clearly delineated Federal, State, or local governmental conservation policy,

and will yield a significant public benefit, or

(iv) the preservation of an historically important land area or a certified historic structure.

(B) Certified historic structure

For purposes of subparagraph (A)(iv), the term “certified historic structure” means any building, structure, or land area which—

(i) is listed in the National Register, or

(ii) is located in a registered historic district (as defined in section 47 (c)(3)(B)) and is certified by the Secretary of the Interior to the Secretary as being of historic significance to the district.

A building, structure, or land area satisfies the preceding sentence if it satisfies such sentence either at the time of the transfer or on the due date (including extensions) for filing the transferor’s return under this chapter for the taxable year in which the transfer is made.

(5) Exclusively for conservation purposes

For purposes of this subsection—

(A) Conservation purpose must be protected

A contribution shall not be treated as exclusively for conservation purposes unless the conservation purpose is protected in perpetuity.

(B) No surface mining permitted

(i) In general Except as provided in clause (ii), in the case of a contribution of any interest where there is a retention of a qualified mineral interest, subparagraph (A) shall not be treated as met if at any time there may be extraction or removal of minerals by any surface mining method.

(ii) Special rule With respect to any contribution of property in which the ownership of the surface estate and mineral interests has been and remains separated, subparagraph (A) shall be treated as met if the probability of surface mining occurring on such property is so remote as to be negligible.

(6) Qualified mineral interest

For purposes of this subsection, the term “qualified mineral interest” means—

(A) subsurface oil, gas, or other minerals, and

(B) the right to access to such minerals.

(i) Standard mileage rate for use of passenger automobile

For purposes of computing the deduction under this section for use of a passenger automobile, the standard mileage rate shall be 14 cents per mile.

(j) Denial of deduction for certain travel expenses

No deduction shall be allowed under this section for traveling expenses (including amounts expended for meals and lodging) while away from home, whether paid directly or by reimbursement, unless there is no significant element of personal pleasure, recreation, or vacation in such travel.

(k) Disallowance of deductions in certain cases

For disallowance of deductions for contributions to or for the use of communist controlled organizations, see section 11(a) ^[2] of the Internal Security Act of 1950 (50 U.S.C. 790).

(l) Treatment of certain amounts paid to or for the benefit of institutions of higher education

(1) In general

For purposes of this section, 80 percent of any amount described in paragraph (2) shall be treated as a charitable contribution.

(2) Amount described

For purposes of paragraph (1), an amount is described in this paragraph if—

(A) the amount is paid by the taxpayer to or for the benefit of an educational organization—

(i) which is described in subsection (b)(1)(A)(ii), and

(ii) which is an institution of higher education (as defined in section 3304 (f)), and

(B) such amount would be allowable as a deduction under this section but for the fact that the taxpayer receives (directly or indirectly) as a result of paying such amount the right to purchase tickets for seating at an athletic event in an athletic stadium of such institution.

If any portion of a payment is for the purchase of such tickets, such portion and the remaining portion (if any) of such payment shall be treated as separate amounts for purposes of this subsection.

(m) Certain donee income from intellectual property treated as an additional charitable contribution

(1) Treatment as additional contribution

In the case of a taxpayer who makes a qualified intellectual property contribution, the deduction allowed under subsection (a) for each taxable year of the taxpayer ending on or after the date of such contribution shall be increased (subject to the limitations under subsection (b)) by the applicable percentage of qualified donee income with respect to such contribution which is properly allocable to such year under this subsection.

(2) Reduction in additional deductions to extent of initial deduction

With respect to any qualified intellectual property contribution, the deduction allowed under subsection (a) shall be increased under paragraph (1) only to the extent that the aggregate amount of such increases with respect to such contribution exceed the amount allowed as a deduction under subsection (a) with respect to such contribution determined without regard to this subsection.

(3) Qualified donee income

For purposes of this subsection, the term “qualified donee income” means any net income received by or accrued to the donee which is properly allocable to the qualified intellectual property.

(4) Allocation of qualified donee income to taxable years of donor

For purposes of this subsection, qualified donee income shall be treated as properly allocable to a taxable year of the donor if such income is received by or accrued to the donee for the taxable year of the donee which ends within or with such taxable year of the donor.

(5) 10-year limitation

Income shall not be treated as properly allocable to qualified intellectual property for purposes of this subsection if such income is received by or accrued to the donee after the 10-year period beginning on the date of the contribution of such property.

(6) Benefit limited to life of intellectual property

(7) Applicable percentage

For purposes of this subsection, the term “applicable percentage” means the percentage determined under the following table which corresponds to a taxable year of the donor ending on or after the date of the qualified intellectual property contribution:


Date of Contribution: Ending on or After Taxable Year of Donor	Applicable Percentage:


1st	100
2nd	100
3rd	90
4th	80
5th	70
6th	60
7th	50
8th	40
9th	30
10th	20
11th	10
12th	10.

(8) Qualified intellectual property contribution

For purposes of this subsection, the term “qualified intellectual property contribution” means any charitable contribution of qualified intellectual property—

(A) the amount of which taken into account under this section is reduced by reason of subsection (e)(1), and

(B) with respect to which the donor informs the donee at the time of such contribution that the donor intends to treat such contribution as a qualified intellectual property contribution for purposes of this subsection and section 6050L.

(9) Qualified intellectual property

For purposes of this subsection, the term “qualified intellectual property” means property described in subsection (e)(1)(B)(iii) (other than property contributed to or for the use of an organization described in subsection (e)(1)(B)(ii)).

(10) Other special rules

(A) Application of limitations on charitable contributions

Any increase under this subsection of the deduction provided under subsection (a) shall be treated for purposes of subsection (b) as a deduction which is attributable to a charitable contribution to the donee to which such increase relates.

(B) Net income determined by donee

The net income taken into account under paragraph (3) shall not exceed the amount of such income reported under section 6050L (b)(1).

(C) Deduction limited to 12 taxable years

Except as may be provided under subparagraph (D)(i), this subsection shall not apply with respect to any qualified intellectual property contribution for any taxable year of the donor after the 12th taxable year of the donor which ends on or after the date of such contribution.

(D) Regulations

The Secretary may issue regulations or other guidance to carry out the purposes of this subsection, including regulations or guidance—

(i) modifying the application of this subsection in the case of a donor or donee with a short taxable year, and

(ii) providing for the determination of an amount to be treated as net income of the donee which is properly allocable to qualified intellectual property in the case of a donee who uses such property to further a purpose or function constituting the basis of the donee’s exemption under section 501 (or, in the case of a governmental unit, any purpose described in section 170 (c)) and does not possess a right to receive any payment from a third party with respect to such property.

(n) Expenses paid by certain whaling captains in support of Native Alaskan subsistence whaling

(1) In general

In the case of an individual who is recognized by the Alaska Eskimo Whaling Commission as a whaling captain charged with the responsibility of maintaining and carrying out sanctioned whaling activities and who engages in such activities during the taxable year, the amount described in paragraph (2) (to the extent such amount does not exceed $10,000 for the taxable year) shall be treated for purposes of this section as a charitable contribution.

(2) Amount described

(A) In general

The amount described in this paragraph is the aggregate of the reasonable and necessary whaling expenses paid by the taxpayer during the taxable year in carrying out sanctioned whaling activities.

(B) Whaling expenses

For purposes of subparagraph (A), the term “whaling expenses” includes expenses for—

(i) the acquisition and maintenance of whaling boats, weapons, and gear used in sanctioned whaling activities,

(ii) the supplying of food for the crew and other provisions for carrying out such activities, and

(iii) storage and distribution of the catch from such activities.

(3) Sanctioned whaling activities

For purposes of this subsection, the term “sanctioned whaling activities” means subsistence bowhead whale hunting activities conducted pursuant to the management plan of the Alaska Eskimo Whaling Commission.

(4) Substantiation of expenses

The Secretary shall issue guidance requiring that the taxpayer substantiate the whaling expenses for which a deduction is claimed under this subsection, including by maintaining appropriate written records with respect to the time, place, date, amount, and nature of the expense, as well as the taxpayer’s eligibility for such deduction, and that (to the extent provided by the Secretary) such substantiation be provided as part of the taxpayer’s return of tax.

(o) Other cross references

(1) For treatment of certain organizations providing child care, see section 501 (k).

(2) For charitable contributions of estates and trusts, see section 642 (c).

(3) For nondeductibility of contributions by common trust funds, see section 584.

(4) For charitable contributions of partners, see section 702.

(5) For charitable contributions of nonresident aliens, see section 873.

(6) For treatment of gifts for benefit of or use in connection with the Naval Academy as gifts to or for use of the United States, see section 6973 of title 10, United States Code.

(7) For treatment of gifts accepted by the Secretary of State, the Director of the International Communication Agency, or the Director of the United States International Development Cooperation Agency, as gifts to or for the use of the United States, see section 25 of the State Department Basic Authorities Act of 1956.

(8) For treatment of gifts of money accepted by the Attorney General for credit to the “Commissary Funds Federal Prisons” as gifts to or for the use of the United States, see section 4043 of title 18, United States Code.

(9) For charitable contributions to or for the use of Indian tribal governments (or their subdivisions), see section 7871.

[1] So in original. The third closing parenthesis probably should not appear.

d. Appendix D Nevada Attorney General Guide to Non Profits

NEVADA DEPARTMENT OF

JUSTICE

Office of the Attorney General

A GUIDE TO NON-PROFITS

Catherine Cortez Masto, Attorney General

INTRODUCTION

Directors of Nevada nonprofit corporations are responsible for management of the business and affairs of the organization. This does not mean that the directors are responsible for the day-to-day operation of the nonprofit corporation. Rather, directors are responsible for appointing officers to effectively carry out the daily tasks of running the organization. Directors must supervise and direct the officers, and govern the organization's effort to accomplish its charitable or public purpose. In this regard, the law imposes upon directors the fiduciary duties of care, loyalty and obedience to the law. To enable you to meet these obligations, the law affords you certain rights.

Your duties and rights as a director are related to creation of the nonprofit corporation to promote a charitable or public purpose as opposed to obtaining a private benefit. A nonprofit organization is primarily funded by grants, donations, and fund raising activities.

The donor or grantor expects that the organization will use the contribution to achieve the particular public benefit. In a conventional sense, the nonprofit corporation does not own the property which its receives from donors. Instead, it holds the property in "trust" for a specific public purpose.

The directors' rights and duties of care, loyalty and obedience to the law protect this public trust from abuse. Misappropriating or wasting contributions violates the public trust which the organization's directors and officers have assumed. The consequences of violating the public trust may be severe for the organization and its individual directors. The nonprofit organization itself, however, may be held liable for negligent or wrongful acts of its employees or agents. In an extreme case, the organization may be dissolved. Under Nevada Revised Statutes (NRS) 41.480, a director may be held personally liable for injuries caused by the director's intentional misconduct, fraud, or knowing violation of the law. If, on the other hand, the director exercises due care in managing the nonprofit organization, the director is immune from liability.

This guide will discuss your rights and duties, along with some of the applicable Nevada statutes. Chapter 82 of the NRS governs the formation and operation of Nevada nonprofit organizations. Directors should review a current version of this statute. Since the state legislature may amend these statutes, directors should refer to the text of the statutes to learn about any changes affecting their responsibilities since the publication of this edition. This guide is not intended to prescribe the exact manner in which you must act in all situations. For more specific information or advice, you may contact a private attorney or one of the resources available in the nonprofit community.

DUTY OF CARE

Directors of Nevada nonprofit corporations must discharge their duties in good faith and in a manner which the director reasonably believes to be in the best interests of the organization. NRS 82.221(1). The director is held to a "reasonable person" standard, which means the director must exercise the care an ordinarily prudent person would exercise under similar circumstances. The exercise of due care includes:

1. Active Participation

a) Actively participate in the management of the nonprofit organization. This includes attending meetings of the board, evaluating reports, reviewing performance of executive officers, and setting the executive officer's compensation.

b) Receive information beforehand about matters upon which you will vote in meetings. Ask questions and use your own judgment.

c) Beware of the one person show. That is, if one or two directors dominate the board and the organization's activities, do not relax and assume everything is running smoothly. "Nonmanagement" is the quickest route toward trouble. Also, do not allow staff to exercise undue control over the board. Be aware of, and informed about, every major action taken by the organization. The buck stops with you.

2. Following the Money

a) Be involved and informed in all aspects of the finances of the nonprofit organization.

b) Make sure a realistic annual budget is developed. The organization should have an adequate internal accounting system. Require management to produce timely and accurate income and expense statements, balance sheets, and budget status reports.

c) Obtain confirmation from management that all required filings, (such as tax returns) are submitted and employee withholding taxes and insurance premiums are paid in a timely manner.

d) Consider maintaining a standing audit and finance committee.

e) Adopt an investment policy that requires funds to be deposited in federally insured, interest bearing accounts. If the board desires to invest larger sums in securities, select only those securities with a history of stability, growth, and a good payment record. Do not subject public funds to high risk investments.

f) Above all, make certain the funds are being used for the organization's charitable or public purpose. Administrative expenses and promotional expenses, including compensation of employees and independent contractors, must be commensurate with the organization's financial resources and capabilities. If an organization raises funds for a charitable purpose but consistently uses virtually all its income for administrative and promotional expenses with little or no distribution to the charitable purpose, the board has failed to exercise due care.

3. Hiring Professional Fund Raisers

a) When hiring a professional fund raiser, select one who is trustworthy and fiscally responsible. Ask for references and check with law enforcement agencies and philanthropic resource organizations.

b) Make sure any contract with a professional fund raiser or consultant, especially compensation terms, is fair and reasonable in light of the organization's financial resources and capabilities. Consult with an attorney to review fund raising contracts.

c) Beware of fraudulent "telefunders" and other fraudulent fund raisers seeking to solicit funds on behalf of the nonprofit organization. Fraudulent telefunders obtain large sums of money from individual donors by misleading them into believing they will receive a prize worth more than their donation. Typically, fraudulent telefunders target elderly victims and award prizes worth far less than the donation. The nonprofit organization receives a small percentage of the fraudulently obtained funds. Dealing with fraudulent fund raisers can harm the nonprofit organization's reputation, jeopardize its tax exemption status, and expose it and the directors to potential liability. Telefunders are required to be registered with the Consumer Affairs Division and misrepresentation in soliciting funds is a prohibited deceptive trade practice, subject to civil and/or criminal prosecution.

4. Records, Records, Records

a) Be familiar with the contents of the organization's books and records, including the articles, bylaws, accounting records, and minutes.

b) Written minutes should be taken at every board meeting.Minutes must accurately record the votes cast and identify the names of those in the minority on any question. Minutes should be signed, circulated to the board members for review, and presented for approval.

c) Financial records should be regularly audited by an independent accountant to ensure accuracy.

5. Forming Committees

a) Unless otherwise provided in the articles or bylaws, directors may establish committees which exercise the powers of the board in a manner consistent with resolutions or bylaws. At least one director must be a committee member. NRS 82.206.

b) Committees cannot: amend, alter or repeal the articles or bylaws; elect, appoint or remove committee members, directors, or officers; authorize the transfer of all the organization's property or assets; dissolve the organization; adopt a plan for distribution of the assets. Such a committee may not amend, alter, or repeal a board resolution unless permitted to do so by the resolution. NRS 82.206(4)

6. Conducting Investigations

a) Investigate warnings or reports of theft or mismanagement by officers or employees of the organization.

b) Where appropriate, consult with an attorney or other professional for assistance.

7. Knowing your Rights

a) You have the right to obtain the information necessary to enable you to carry out your responsibilities as a director.

b) You have the right to reasonable access to management.

c) You have the right to inspect the internal information of the organization. Under NRS 82.186, directors are entitled to inspect the books of account and all financial records during normal business hours. This right may be enforced in court as long as the director has given at least five days written demand to access the information and will use the information for a purpose related to the role as director.

d) Directors are entitled to rely on the reports, opinions, financial records, or other information prepared by directors, officers, employees, committees, attorneys, and accountants as long as the director does not have knowledge which would cause such reliance to be unwarranted. NRS 82.221(2)(c).

DUTY OF LOYALTY

Traditionally, directors have a duty to give their undivided loyalty to the nonprofit corporation. This duty requires board members to use the organization's funds and property to advance the public benefit of the organization rather than private interests. A potential conflict of interest between the duty of loyalty and a board member's private financial interests may arise if the board member engages in a business transaction with the nonprofit organization. Moreover, a board member's receipt of a financial benefit from the organization creates a negative public perception. To exercise the duty of loyalty:

1. Avoid Detrimental Conflicts of Interest. A red flag should fly when board members are asked to approve a contract or transaction with a director, a director's family member, or a business in which a director has a financial interest. Before voting on the transaction, the interested board member should fully disclose his or her financial interest to the entire board. The board should only approve the transaction if it is clearly in the best interests of the nonprofit organization. As a further precaution, the interested director should abstain from discussion of, and voting on, the matter.

2. Establish a Written Policy. The board should establish a written policy for dealing with conflicts of interest. The policy should address disclosure of financial interests and withdrawal from discussion and voting by the interested director. Due to the sensitivity of conflicts of interest, the board may want to require that transactions benefiting a director may be approved only by a greater than majority vote or prohibit such transaction all together. Also, requiring an annual disclosure by all board members of their business involvement with the nonprofit organization is recommended.

3. Misuse of Corporate Information. Directors cannot use information, documents, records or other data obtained from the nonprofit organization for a purpose unrelated to the organization's interest. For example, a director breaches the duty of loyalty by selling the organization's donor list for personal gain. A misappropriation of corporate information may subject the director to criminal liability under NRS 82.186(3).

DUTY OF OBEDIENCE

Board members have a duty to obey the governing documents of the nonprofit organization and comply with state and federal laws. To exercise the duty of obedience:

1. Obey State and Federal Statutes. Directors should be familiar with state and federal laws relating to nonprofit organizations, charitable solicitations, sales and use taxes, FICA and income tax withholdings, and workers' compensation obligations. Detailed information of Nevada's law governing charitable solicitations and lotteries follows this section. Directors should also be aware of the requirements of the Internal Revenue Service to protect the organization's tax exemption status.

2. Meet Filing Requirements. Comply with the deadlines for filing tax returns, paying income tax withholdings, making social security payments, registering with the Secretary of State's Office, and so on.

3. Comply with Governing Documents. Know and adhere to the provisions in the organization's articles of incorporation and bylaws. Make sure the board is regularly holding meetings, receiving proper notice of the meeting, and following the procedures for voting on matters.

4. Seek Outside Help. To ensure compliance with the law, board members should obtain the assistance of legal counsel, accountants or other qualified people.

CHARITABLE SOLICITATION

Charitable Solicitation Act in Nevada

Between 1993 and 1995 the Federal Government and many of the states' Attorneys General engaged in several initiatives aimed at fraudulent telemarketers. It was during this campaign against telemarketing fraud that it became apparent that some legitimate charitable nonprofit organizations had unwittingly contracted with fraudulent telemarketers to raise funds for them.

The Attorney General then sponsored legislation to address the fraudulent practices these illegitimate telemarketers were employing. And in 1997, the Nevada Legislature enacted the Charitable Solicitation Act (NRS 598.1305) which prohibits certain conduct by a charitable organization.

1. Application of the Law. The Charitable Solicitation Act applies to any charitable organization which directly or indirectly solicits contributions. “Charitable organization" means any person or organization which:

a) Is tax exempt pursuant to the provisions of section 501(c)(3) of the Internal Revenue Code; or

b) Is, or holds himself out to be, established for a charitable purpose.

The term does not include organizations which solicits for bona fide religious purposes.

c) "Solicitation" means any request for a contribution to a charitable organization, made from Nevada or from outside Nevada to Nevada residents, by:

1. Mail;

2. Commercial carrier;

3. Telephone, facsimile or other electronic device; or

4. A face-to-face meeting.

2. Prohibited acts. It is illegal for a person, in planning, conducting or executing a solicitation for or on behalf of a charitable organization to:

1. Make any statement or representation concerning a contribution which directly, or by implication, deceives or misleads a person acting reasonably under the circumstances; or

2. Make any statement or representation which omits any material fact, if the omission has the tendency or effect of deceiving or misleading a person acting reasonably under the circumstances.

3. Liability. The scope of liability for nonprofit corporations, its directors and officers is contained in NRS 41.480 and 41.485.

1. A nonprofit corporation liable for injuries or damages caused by the negligent or wrongful acts of the nonprofit organization through:

a. Its agents;

b. Its employees; or

c. Its volunteers.

acting within the scope of their agency or employment.

2. Agent” means an:

a. Officer;

b. Director;

c. Trustee;

d. Employee; or

e. Volunteer.

whether compensated or not .

3. Volunteer” means a person who performs services without compensation, other than reimbursement for actual and necessary expenses on behalf of or to benefit a charitable organization, including its:

a. Officers;

b. Directors;

c. Trustees; or

d. Other persons working for the organization without compensation.

4. A non-volunteer officer, trustee, or director of a nonprofit organization is personally liable for act or omissions arising from failure in his official capacity to exercise due care regarding the management or operation of the entity where the act or omission involves:

a. Intentional misconduct;

b. Fraud; or

c. A knowing violation of the law.

5. A volunteer officer, trustee, or director is not liability for civil damages as a result of an act or omission:

a. Of an agent of the charitable organization; or

b. For services he performs for the charitable organization that are:

(1) Not supervisory in nature;

(2) Not part of any duties or responsibilities he may have as an officer, director or trustee of the charitable organization; unless his act is intentional, willful, wanton or malicious.

5. Jurisdiction. The Attorney General has the primary jurisdiction to investigate and prosecute violations of NRS 598.1305 as deceptive trade practice.

6. Penalties. Violation of the Charitable Solicitation Act carries both civil and criminal penalties. NRS 598.0999.

_ Civil Penalties may include:

1. A civil penalty not to exceed $2,500 for each violation.

2. If an elderly or disabled person is the victim, an additional penalty of up to $10,000 for each violation (NRS 598.0973.

3. Reasonable attorneys fees and costs; and

4. Other relief or reimbursement as the court deems proper.

_ Criminal Penalties include:

1. For the first offense, a misdemeanor.

2. For the second offense, a gross misdemeanor.

3. For the third and all subsequent offenses, a category D felony

This law was enacted to protect donors and legitimate charitable nonprofit organizations from unscrupulous fund raising practices.

CHARITABLE LOTTERIES

Since the passage of the Nevada Constitution in 1864, lotteries have been generally prohibited in Nevada. Nevada Gaming Commission Regulation 4A and Nevada Revised Statutes Chapter 462 continues in this historic prohibition against lotteries, but now makes an exception for charitable lotteries. A lottery is usually defined as any promotional scheme comprised of the common elements of prize, consideration and chance. NRS 462.105 defines a lottery as follows:

. . . `Lottery' means any scheme for the disposal or distribution of property, by chance, among persons who have paid or promised to pay any valuable consideration for the chance of obtaining that property, or a portion of it, or for any share or interest in that property upon any agreement, understanding or expectation that it is to be distributed or disposed of by lot or chance, whether called a lottery, raffle or gift enterprise, or by whatever name it may be known.

CHARITABLE LOTTERY REGULATION

In 1989, the Nevada Legislature authorized the amendment of the Nevada Constitution to permit charitable lotteries, by way of a ballot measure. In 1990, the voters passed the amendment to the Constitution and in 1991, the Legislature authorized limited charitable lotteries.

The Charitable Lottery program is governed by the Enforcement Division of the Office of the State Gaming Control Board. The Enforcement Division can provide specific guidance as to the current law. However, the are some restrictions to the current law and we have outlined them for your reference:

1) A charitable lottery must be conducted by a bona fide charitable or nonprofit organization.

2) The registration or approval requirements with the Gaming Control Board are different depending on the size of the lotteries. The maximum total value during the same calendar year cannot exceed $500,000. Generally speaking, the requirements become less rigorous as the value of the prizes in a calendar year become smaller.

3) Lottery tickets may only be sold in the primary county in which the charity is located and the counties that border the primary county.

4) The law also contains limitations on the amount of compensation that can be expended for prizes, supplies and payment for services to those operating the lottery.

5) The net proceeds of the lottery must be utilized for the nonprofit or charitable activities in this state.

Questions regarding the approval process or copies of the necessary forms can be obtained from:

Office of the State Gaming Control Board

Enforcement Division

555 E. Washington, Suite 2600

Las Vegas, Nevada 89101

(702) 486-2020

^[1] “Law”, generally connotes “Common Law”, which is the basis of our much of our legal system in the United States. A Statute is a “Law made by a government”, and operates with the “force of law”, but itself may be found to be “unlawful”, and repealed. We use the word “statute” throughout to indicate the distinction that it could be something we are compelled to do in society that is not lawful. We have rights of redress.

^[2] NRS stands for Nevada Revised Statutes, the current embodiment of Statutes in Nevada, The statutes dealing with nonprofit corporate formation are covered in Chapter 82. The entire text of the chapter is included with this document at the end as supplemental reading.

^[3] See Appendix for Current Articles of Incorporation.

^[4] Actually, the Chairman of the Board may appoint a director to finish out a resigned directors term until the next annual meeting, generally directors are elected, not appointed.

^[5] Renata Rafferty, in her book, “Don’t just give it away”, counsels boards of directors exactly in this manner. Many times people are drawn from the for-profit sector to serve on a non-profit board. In a for profit, the primary duty of a director is to “set policy”. Not so in a non-profit. The PRIMARY duty is to be sure that the organization is well and properly funded.

^[6] Again, in contrast to the for-profit world. In a for-profit context, debt often is “smart” in that it leverages the equity. In non-profits, it is almost always a failure of the board to undertake the proper fundraising, feeling it is “easier” to borrow the money than to “raise it”. It is easier, but much harder to pay it back. Renata Rafferty in her book, “Don’t Just Give it away”, mentions that the single most difficult fund-raising task there is is to raise money to retire debt.

^[7] Although the Statue, and the Articles only requires one director, LVMA is determining a higher minimum level, to create an even greater and wider level of discussion and diversity, and to insure continuance of direction so that in the event of sudden departure of directors, LVMA does not fall below the statutory minimum level. If the number of directors at any time becomes less than 7, effort will be made to raise it to 7 as soon as practicable.

^[8] These duties are explained in detail in the foreword.

^[9] Directorial vs. Administrative. The Administrator is charged with the Administrative Policy and Rules, for example Employee Manual, etc. The Directorial Rules will govern how votes are taken, how waivers are to be enforced. For example, whether email is to be considered valid notice. The Directorial Policy will be high level conceptual policy initiatives, for example, definition, and discussion of scholarchip acceptance qualifications, and the like. Directors should direct, and their rules and Policy should not be confused with Administration, or management rules and Policy.

^[10] See Prior footnote.

^[11] Per NRS, multiple officer titles may be invested in one person, but it is unwise to do so, to maintain diversity.

^[12] Directors are reelected every three years as their terms expire. The Board does not believe it should establish term limits because directors who have developed increasing insight into LVMA and its operations over time provide an increasing contribution to the Board as a whole. To ensure the Board continues to generate new ideas and to operate effectively, the Nominating Committee shall monitor performance and take steps as necessary regarding continuing director terms.

^[13] If there is no executive director, the president shall assume all the roles, duties, and responsibilities enumerated for the executive director.

^[14] The title of Executive Director COULD be conferred upon a member of the Board of Directors, however the title “executive Director”, merely by containing the word “Director” does not make the investee a member of the board of directors. Typically, for prestige, operational titles including the word “Director” are made…Director of Information Technology, and the like. No such word shall elevate the holder of the title to a membership on the board of directors, except that they are duly elected in accordance with the bylaws herein.

^[15] The President is the CEO, and the Administrator, by contrast could be considered the COO, or Chief Operating Officer. That title is not officially conferred because the administrator is NOT an officer of LVMA as defined herein.

^[16] Not entirely true. Some financial information is internal, and not public information without a need to know, and an authorized purpose. For example the Form 990, given to the IRS has a schedule of contributors, Schedule B, which is provided to the IRS, but is not public information and MUST not be disclosed to the public. In like manner, Employee records, payroll files, personnel records, and the like are privileged and protected under statute as well. In short, what is available to the General public, upon request, is a copy of any of our IRS Forms 990, and any Financial Statement prepared by a CPA for external audiences, and not restricted to management. Because internal statements, analyses, etc, are not prepared in accordance with Generally Accepted Accounting Principles, and may contain inaccuracies, they shall not be considered “public” documents, unless a demonstrated need-to-know has been established.

IN WITNESS WHEREOF, the under signed incorporators have approved these Bylaws for Las Vegas Marching Arts, Inc. this ________ day of _______, 2008.

Randy N. Warner President

16224 North Linda Drive

Dolan Springs, AZ 86441

928-767-4895

LAS VEGAS MARCHING ARTS, INCORPORATED BYLAWS AND BOARD OF DIRECTORS

List of board members and officers upon request 21stcares@citlink.net