CHAPTER 78 - PRIVATE CORPORATIONS

Nevada Companies Act

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POWERS

NRS 78.060 General powers

1. Any corporation organized under the provisions of this chapter:

(a) Has all the rights, privileges and powers conferred by this chapter.

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

(d) Unless otherwise provided in its articles, has perpetual existence.

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

(a) To have succession by its corporate name until dissolved and its affairs are wound up according to law.

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

(c) To make contracts.

(d) To appoint such officers and agents as the affairs of the corporation require, and to allow them suitable compensation.

(e) To 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 stock, the transaction of its business, and the calling and holding of meetings of its stockholders.

(f) To wind up and dissolve itself, or be wound up or dissolved, in the manner mentioned in this chapter.

(g) Unless otherwise provided in the articles, to engage in any lawful activity.

[Part 8:177:1925; NCL § 1607] + [91:177:1925; NCL § 1690]-(NRS A 1969, 99; 1991, 1211; 2003, 3079)

NRS 78.065 Adoption and use of corporate seal or stamp

1. Every corporation, by virtue of its existence as such, shall have power to adopt and use a common seal or stamp, and alter the same 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 such use or nonuse must not in any way affect the legality of the record.

[Part 8:177:1925; NCL § 1607] + [85:177:1925; A 1953, 180]-(NRS A 1967, 102; 1971, 1100; 2003, 3080)

NRS 78.070 Specific powers. Subject to such limitations, if any, as may be contained in its articles of incorporation, every corporation has the following powers:

1. To 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 and to issue bonds, promissory notes, bills of exchange, 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. To 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 to exercise all the rights, powers and privileges of ownership of such an interest, including the right to vote, if any.

3. To purchase, hold, sell, pledge and transfer shares of its own stock, and use therefor its property or money.

4. To conduct business, have one or more offices, and hold, purchase, lease, mortgage, convey and take by devise or bequest 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, Puerto Rico and any foreign countries.

5. To 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, except that:

(a) A corporation created under the provisions of this chapter does not 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.

6. To make donations for the public welfare or for charitable, scientific or educational purposes.

7. To enter into any relationship with another person in connection with any lawful activities.

8. To renounce in its articles of incorporation or by action by the board of directors any interest or expectancy to participate in specified business opportunities or specified classes or categories of business opportunities that are presented to the corporation or one or more of its officers, directors or stockholders.

[9:177:1925; A 1931, 415; 1949, 158; 1953, 180]-(NRS A 1959, 690; 1963, 1146; 1969, 117; 1987, 576; 1991, 1212; 1993, 947; 1997, 696; 2003, 3080; 2007, 2414)

NRS 78.075 Railroad companies: Powers

In furtherance of and in addition to the powers which railroad companies organized under this chapter are entitled to exercise, but not in limitation of any of the powers granted by this chapter, every railroad company may:

1. Cause such examination and surveys for the proposed railroad to be made as may be necessary to the selection of the most advantageous route for the railroad, and for such purposes, by their officers, agents and employees, to enter upon the lands or waters of any persons, but subject to responsibility for all damages which they do thereto.

2. Receive, hold, take and convey, by deed or otherwise, as a natural person might or could do, such voluntary grants and donations of real estate, and other property of every description, as may be made to it to aid and encourage the construction, maintenance and accommodation of the railroad.

3. Purchase, and by voluntary grants and donations receive and take, and by its officers, engineers, surveyors and agents, enter upon and take possession of, and hold and use, in any manner they may deem proper, all such lands and real estate, and other property as the directors may deem necessary and proper for the construction and maintenance of the railroad, and for the stations, depots and other accommodations and purposes, deemed necessary to accomplish the object for which the corporation is formed.

4. Lay out its road or roads, not exceeding 200 feet wide, and construct and maintain the road with such tracks and with such appendages as may be deemed necessary for the convenient use of it. The company may make embankments, excavations, ditches, drains, culverts or otherwise, and procure timber, stone and gravel, or other materials, and may take as much more land, whenever they may think proper, as may be necessary for the purposes aforesaid, in the manner hereinafter provided, for the proper construction and security of the road.

5. Construct their road across, along or upon any stream of water, watercourse, roadstead, bay, navigable stream, street, avenue or highway, or across any railway, canal, ditch or flume which the route of its road intersects, crosses or runs along, in such manner as to afford security for life and property. The corporation shall restore the stream or watercourse, road, street, avenue, highway, railroad, canal, ditch or flume thus intersected to its former state, as near as may be, or in a sufficient manner not to have impaired unnecessarily its usefulness or injured its franchises.

6. Cross, intersect, join and unite its railroad with any other railroad, either before or after constructed, at any point upon its route, and upon the grounds of such other railroad company, with the necessary turnouts, sidings and switches, and other conveniences, in furtherance of the objects of its connections; and every company whose railroad is, or will be hereafter, intersected by any new railroad in forming such intersections and connection, and grant the facilities aforesaid. If the two corporations cannot agree upon the amount of compensation to be made therefor, or the points or the manner of such crossings, intersections and connections, the same must be ascertained and determined by commissioners, to be appointed as is provided hereinafter in respect to the taking of lands, but this section is not to affect the rights and franchises heretofore granted.

7. Purchase lands, timber, stone, gravel or other materials to be used in the construction and maintenance of its road, or take them in the manner provided by this chapter. The railroad company may change the line of its road, in whole or in part, whenever a majority of the directors determine, as is provided hereinafter, but no such change may vary the general route of a road, as contemplated in the articles of incorporation of the company.

8. Receive by purchase, donation or otherwise, any lands, or other property, of any description, and hold and convey it in any manner the directors may think proper, the same as natural persons might or could do, that may be necessary for the construction and maintenance of its road, or for the erection of depots, turnouts, workshops, warehouses or for any other purposes necessary for the convenience of railroad companies, in order to transact the business usual for railroad companies.

9. Take, transport, carry and convey persons and property on their railroad, by the force and power of steam, of animals, or any mechanical power, or by any combinations of them, and receive tolls or compensation therefor.

10. Erect and maintain all necessary and convenient buildings, stations, depots and fixtures and machinery for the accommodation and use of their passengers, freight and business, obtain and hold the lands and other property necessary therefor, and acquire additional lands and rights-of-way and build and operate extensions or branches of its line of railroad.

11. Regulate the time and manner in which passengers and property are transported, and the tolls and compensation to be paid therefor, within the limits prescribed by law.

12. Regulate the force and speed of their locomotives, cars, trains or other machinery used and employed on their road, and establish, execute and enforce all needful and proper rules and regulations fully and completely for the management of its business transactions usual and proper for railroad companies.

13. Purchase, hold, sell and transfer shares of its own stock, bonds, debentures, or other securities issued by it, except that:

(a) No corporation may use its funds or property for the purchase of its own shares of stock when such use would cause any impairment of the capital of the corporation; and

(b) Shares of its own stock belonging to the corporation must not be voted upon, directly or indirectly, nor counted as outstanding for the purpose of any stockholders’ quorum or vote.

14. Acquire, own, and operate motor vehicles, and air transportation facilities, and transport persons and property along and over the streets and highways of this State, for the transportation, for hire, of passengers, property and freight, either directly or through a subsidiary company or companies, subject to all relevant provisions of law concerning permits, licenses, franchises and the regulation of such form of transportation by motor vehicles or other agencies.

Whenever the track of a railroad crosses a railroad or highway, such railroad or highway may be carried under, over or on a level with the track, as may be most expedient, and in cases where an embankment or cutting makes a change in the line of such railroad or highway desirable, with a view to a more easy ascent or descent, the company may take such additional lands and materials, if needed for the construction of such road or highway, on such new line, as may be deemed requisite by the railroad. Unless the lands and materials so taken are purchased, or voluntarily given for the purpose aforesaid, compensation therefor must be ascertained in the manner provided by law.

[9(a):177:1925; added 1945, 196; 1943 NCL § 1608.01]-(NRS A 1993, 2762)

NRS 78.080 Railroad companies: Rights-of-way granted by the State, counties and municipalities; limitations; reversion on abandonment; duties of companies

1. The right-of-way is hereby given and granted to all railroad companies that are now organized, or may be organized under the provisions of this chapter, or under the laws of any other state or territory, or under any act of Congress, to locate, construct and maintain their roads, or any part or parcel thereof, over and through any of the swamp or overflowed lands belonging to this State, or any other public lands which are now or may be the property of the State, at the time of constructing the railroad.

2. Such railroad companies are hereby authorized to survey and mark through the lands of the State, to be held by them for the track of their respective railroads, 200 feet in width, for the whole length the roads may be located over the lands of the State; and the right is hereby further given and granted to the companies to locate, occupy and hold all necessary sites and grounds for watering places, depots or other buildings, for the convenient use of the same, along the line of the road or roads, so far as the places convenient for the same may fall upon the lands belonging to the State, except within the limits of any incorporated city or town, or within 3 miles where the same shall be taken, on paying to the State the value of the same.

3. No one depot, watering place, machine or workshop, or other buildings for the convenient use of such roads, shall cover over 6 acres each, and the sites or places on the lands of this State shall not be nearer to each other than 5 miles along the line of the roads.

4. The right is hereby further given and granted to the companies to take from any of the lands belonging to this State all such materials of earth, wood, stone or other materials whatever, as may be necessary or convenient, from time to time, for the first construction or equipment of the road or roads, or any part thereof.

5. If any road, at any time after its location, shall be discontinued or abandoned by the company or companies, or the location of any part thereof be so changed as not to cover the lands of the State thus previously occupied, then the lands so abandoned or left shall revert to this State.

6. When the location of the route of either of the railroads, or sites or places for depots, watering places, machine or workshops or other buildings for the convenient use of the same, shall be selected, the secretary of the company shall transmit to the Director of the State Department of Conservation and Natural Resources, and to the State Controller, and to the recorder of the county in which the lands so selected are situated, to each of the officers, a correct plot of the location of the railroad, or sites or places, before such selection shall become operative.

7. When any such company shall, for its purposes aforesaid, require any of the lands belonging to any of the counties, cities or towns in this State, the county, city and town officers, respectively, having charge of such lands, may grant and convey such land to such company, for a compensation which shall be agreed upon between them, or may donate and convey the same without any compensation; and if they shall not agree upon the sale and price, the same may be taken by the company as is provided in other cases of taking lands by condemnation.

8. Before any corporation incorporated or organized otherwise than under the laws of this State shall be entitled to any of the rights granted by this chapter, it shall file in the office of the county recorder of each county in which the railroad, or any part, extension or branch thereof shall be situate, a copy of its certificate or articles of incorporation, or of the act or law by which it was created, with the certified list of its officers, in the manner and form required by law.

[9(b):177:1925; added 1945, 196; 1943 NCL § 1608.02]-(NRS A 1957, 653)

NRS 78.085 Railroad companies: Filing and recording of certified maps and profiles

1. Every railroad company in this State shall, within 90 days after its road is finally located:

(a) Cause to be made a map and profile thereof, and of the land taken and obtained for the use thereof, and the boundaries of the several counties through which the road may run;

(b) File the map and profile thereof in the Office of the Secretary of State and a duplicate thereof with the Public Utilities Commission of Nevada; and

(c) Cause to be made like maps of the parts thereof located in different counties, and record such maps in the office of the recorder of the county in which those parts of the road are located.

2. The maps and profiles must be certified by the chief engineer, the acting president and secretary of the company, and copies of the maps and profiles so certified and recorded as required by subsection 1 must be kept in the office of the company, subject to examination by all interested persons.

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