NRS 88A.270

NRS 88A.270 Governing instrument: Optional provisions. A governing instrument may consist of one or more agreements, instruments or other writings and may include or incorporate bylaws containing provisions relating to the business of the business trust, the conduct of its affairs, and its rights or powers or the rights or powers of its trustees, beneficial owners, agents or employees. The governing instrument may provide that one or more of the beneficial owners may serve as trustee.

(Added to NRS by 1999, 1564)

NRS 88A.280 Governing instrument: Optional provisions relating to management of trust and rights, duties and obligations of trustees, beneficial owners and other persons. A governing instrument may contain any provision relating to the management or the business or affairs of the business trust and the rights, duties and obligations of the trustees, beneficial owners and other persons which is not contrary to a provision or requirement of this chapter and may:

1. Provide for classes, groups or series of trustees or beneficial owners, or of beneficial interests, having such relative rights, powers and duties as the governing instrument provides, and may provide for the future creation in the manner provided in the governing instrument of additional such classes having such relative rights, powers and duties as may from time to time be established, including rights, powers and duties senior or subordinate to existing classes, groups or series.

2. Provide that a person becomes a beneficial owner and bound by the governing instrument if he, or his representative authorized orally, in writing or by action such as payment for a beneficial interest, complies with the conditions for becoming a beneficial owner set forth in the governing instrument or any other writing and acquires a beneficial interest.

3. Establish or provide for a designated series of trustees, beneficial owners or beneficial interests having separate rights, powers or duties with respect to specified property or obligations of the business trust or profits and losses associated with specified property or obligations, and, to the extent provided in the governing instrument, any such series may have a separate business purpose or investment objective.

4. Provide for the taking of any action, including the amendment of the governing instrument, the accomplishment of a merger, the appointment of one or more trustees, the sale, lease, transfer, pledge or other disposition of all or any part of the assets of the business trust or the assets of any series, or the dissolution of the business trust, and the creation of a class, group or series of beneficial interests that was not previously outstanding, without the vote or approval of any particular trustee or beneficial owner or class, group or series of trustees or beneficial owners.

5. Grant to or withhold from all or certain trustees or beneficial owners, or a specified class, group or series of trustees or beneficial owners, the right to vote, separately or with one or more of the trustees, beneficial owners or classes, groups or series thereof, on any matter. Voting power may be apportioned per capita, proportionate to financial interest, by class, group or series, or on any other basis.

6. If and to the extent that voting rights are granted under the certificate of trust or governing instrument, set forth provisions relating to notice of the time, place or purpose of a meeting at which a matter will be voted on, waiver of notice, action by consent without a meeting, the establishment of record dates, requirement of a quorum, voting in person, by proxy or otherwise, or any other matter with respect to the exercise of the right to vote.

7. Provide for the present or future creation of more than one business trust, including the creation of a future business trust to which all or any part of the assets, liabilities, profits or losses of any existing business trust are to be transferred, and for the conversion of beneficial interests in an existing business trust, or series thereof, into beneficial interests in the separate business trust or a series thereof.

8. Provide for the appointment, election or engagement, either as agents or independent contractors of the business trust or as delegates of the trustees, of officers, employees, managers or other persons who may manage the business and affairs of the business trust and have such titles and relative rights, powers and duties as the governing instrument provides. Except as otherwise provided in the governing instrument, the trustees shall choose and supervise those officers, managers and other persons.

(Added to NRS by 1999, 1569)

OPERATION

NRS 88A.300 General powers. A business trust formed and existing pursuant to this chapter has such powers as are necessary or convenient to effect any of the purposes for which the business trust is formed.

(Added to NRS by 1999, 1569)

NRS 88A.310 Management of business and affairs by trustees; giving directions to trustees.

1. Except as otherwise provided in this section, the certificate of trust or the governing instrument, the business and affairs of a business trust must be managed by or under the direction of its trustees. To the extent provided in the certificate of trust or the governing instrument, any person, including a beneficial owner, may direct the trustees or other persons in the management of the business trust.

2. Except as otherwise provided in the certificate of trust or the governing instrument, neither the power to give direction to a trustee or other person nor the exercise thereof by any person, including a beneficial owner, makes him a trustee. To the extent provided in the certificate of trust or the governing instrument, neither the power to give direction to a trustee or other person nor the exercise thereof by a person, including a beneficial owner, causes him to have duties, fiduciary or other, or liabilities relating to the power or its exercise to the business trust or a beneficial owner thereof.

(Added to NRS by 1999, 1569)

NRS 88A.320 Ownership of beneficial interest in trust: Participation in profits and losses; creditor of beneficial owner; personal property; evidence of interest; transferability; distributions.

1. Except as otherwise provided in the governing instrument, a beneficial owner participates in the profits and losses of a business trust in the proportion of his beneficial interest to the entire beneficial interest. A governing instrument may provide that the business trust, or the trustees on its behalf, hold beneficial ownership of income earned on securities owned by the business trust.

2. A creditor of a beneficial owner has no right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, property of the business trust.

3. A beneficial interest in a business trust is personal property regardless of the nature of the property of the business trust. Except as otherwise provided in the certificate of trust or the governing instrument, a beneficial owner has no interest in specific property of the business trust.

4. A beneficial interest in a business trust may be evidenced by the issuance of certificates of ownership or by other means set forth in the certificate of trust or the governing instrument.

5. Except as otherwise provided in the certificate of trust or the governing instrument, a beneficial interest in a business trust is freely transferable.

6. Except as otherwise provided in the certificate of trust or the governing instrument, if a beneficial owner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the business trust with respect to the distribution. The governing instrument may provide for the establishment of record dates with respect to allocations and distributions by a business trust.

7. The fact of ownership of a beneficial interest in a business trust is determined, and the means of evidencing it are set forth, by the applicable provisions of the certificate of trust or the governing instrument.

(Added to NRS by 1999, 1564)

NRS 88A.330 Beneficial owners: Contributions to trust; obligations; penalties.

1. A contribution of a beneficial owner to a business trust may be any tangible or intangible property or benefit to the business trust, including cash, a promissory note, services performed, a contract for services to be performed, or a security of the business trust. A person may become a beneficial owner of a business trust and may receive a beneficial interest in a business trust without making, or being obligated to make, a contribution to the business trust.

2. Except as otherwise provided in the certificate of trust or the governing instrument, a beneficial owner is obligated to the business trust to perform a promise to make a contribution even if he is unable to perform because of death, disability or any other reason. If a beneficial owner does not make a promised contribution of property or services, he is obligated at the option of the business trust to contribute cash equal to that portion of the agreed value, as stated in the records of the business trust, of the contribution which has not been made. The foregoing option is in addition to any other rights, including specific performance, that the business trust may have against the beneficial owner under the governing instrument or applicable law.

3. A certificate of trust or governing instrument may provide that the interest of a beneficial owner who fails to make a contribution that he is obligated to make is subject to specific penalties for, or specified consequences of, such failure. The penalty or consequence may take the form of reducing or eliminating the defaulting beneficial owner’s proportionate interest in the business trust, subordinating that beneficial interest to those of nondefaulting owners, a forced sale of the beneficial interest, forfeiture of the beneficial interest, the lending by other beneficial owners of the amount necessary to meet the defaulter’s commitment, a fixing of the value of the beneficial interest by appraisal or formula and redemption or sale of the beneficial interest at that value, or any other form.