2005 Nevada Revised Statutes - Chapter 89 — Professional Corporations and Associations

CHAPTER 89 - PROFESSIONAL CORPORATIONS ANDASSOCIATIONS

GENERAL PROVISIONS

NRS 89.010 Shorttitle.

NRS 89.020 Definitions.

NRS 89.023 Formrequired for filing of records.

NRS 89.025 Fees.

NRS 89.027 Filingof records written in language other than English.

PROFESSIONAL CORPORATIONS

NRS 89.030 Applicabilityof chapter 78 of NRS.

NRS 89.040 Filingrequirements; required provisions of articles of incorporation; corporate name.

NRS 89.050 Scopeof business; property and investments; professional services by officers andemployees.

NRS 89.060 Professionalrelationship preserved.

NRS 89.070 Restrictionson ownership and transfer of shares.

NRS 89.080 Dutiesupon legal disqualification of officer, stockholder, director or employee;qualifications of officer or director; death of stockholder whose interest isin revocable trust.

NRS 89.100 Authorityof regulating boards not affected.

NRS 89.110 Scopeof authority.

PROFESSIONAL ASSOCIATIONS

NRS 89.200 Inapplicabilityof chapter 87 of NRS. [Effective through June30, 2006.]

NRS 89.200 Inapplicabilityof chapter 87 of NRS. [Effective July 1,2006.]

NRS 89.210 Filingrequirements; name of association.

NRS 89.220 Professionalrelationship preserved.

NRS 89.230 Restrictionson membership and rendering of professional services.

NRS 89.240 Dutiesupon legal disqualification of member or employee; redemption of and restrictionson transfer and ownership of members interest.

NRS 89.250 Annuallist: Filing requirements; fees.

NRS 89.252 Defaultingassociations: Identification; penalty.

NRS 89.254 Defaultingassociations: Duties of Secretary of State; forfeiture of right to transactbusiness; assets held in trust; distribution of assets.

NRS 89.256 Defaultingassociations: Conditions and procedure for reinstatement.

NRS 89.260 Authorityof regulating boards not affected.

NRS 89.270 Scopeof authority.

_________

GENERAL PROVISIONS

NRS 89.010 Shorttitle. This chapter is known and may be citedas the Professional Corporations and Associations Act.

(Added to NRS by 1963, 865; A 1969, 519)

NRS 89.020 Definitions. As used in this chapter, unless the context requiresotherwise:

1. Employee means a person licensed or otherwiselegally authorized to render professional service within this State who renderssuch service through a professional corporation or a professional association,but does not include clerks, bookkeepers, technicians or other persons who arenot usually considered by custom and practice of the profession to be renderingprofessional services to the public.

2. Licensed means legally authorized by theappropriate regulating board of this State to engage in a regulated professionin this State.

3. Professional association means a common-lawassociation of two or more persons licensed or otherwise legally authorized torender professional service within this State when created by written articlesof association which contain in substance the following provisionscharacteristic of corporate entities:

(a) The death, insanity, bankruptcy, retirement,resignation, expulsion or withdrawal of any member of the association does notcause its dissolution.

(b) The authority to manage the affairs of theassociation is vested in a board of directors or an executive board orcommittee, elected by the members of the association.

(c) The members of the association are employees of theassociation.

(d) Members ownership is evidenced by certificates.

4. Professional corporation means a corporationorganized under this chapter to render a professional service.

5. Professional service means any type of personalservice which may legally be performed only pursuant to a license, certificateof registration or other legal authorization.

6. Record means information that is inscribed on atangible medium or that is stored in an electronic or other medium and isretrievable in perceivable form.

7. Regulating board means the body which regulatesand authorizes the admission to the profession which a professional corporationor a professional association is authorized to perform.

8. Sign means to affix a signature to a record.

9. Signature means a name, word, symbol or markexecuted or otherwise adopted, or a record encrypted or similarly processed inwhole or in part, by a person with the present intent to identify himself andadopt or accept a record. The term includes, without limitation, an electronicsignature as defined in NRS 719.100.

(Added to NRS by 1963, 865; A 1969, 519; 1995, 2117; 2003, 3159)

NRS 89.023 Formrequired for filing of records.

1. Each record filed with the Secretary of Statepursuant to this chapter must be on or accompanied by a form prescribed by theSecretary of State.

2. The Secretary of State may refuse to file a record whichdoes not comply with subsection 1 or which does not contain all of theinformation required by statute for filing the record.

3. If the provisions of the form prescribed by theSecretary of State conflict with the provisions of any record that is submittedfor filing with the form:

(a) The provisions of the form control for all purposeswith respect to the information that is required by statute to appear in therecord in order for the record to be filed; and

(b) Unless otherwise provided in the record, theprovisions of the record control in every other situation.

4. The Secretary of State may by regulation providefor the electronic filing of records with the Office of the Secretary of State.

(Added to NRS by 2003, 20thSpecial Session, 111)

NRS 89.025 Fees. Except as otherwise provided in NRS 89.200 to 89.270, inclusive, the fees set forth in NRS 78.785 apply to this chapter.

(Added to NRS by 1995, 1139)

NRS 89.027 Filingof records written in language other than English. Norecord which is written in a language other than English may be filed orsubmitted for filing in the Office of the Secretary of State pursuant to theprovisions of this chapter unless it is accompanied by a verified translationof that record into the English language.

(Added to NRS by 1995, 1137; A 2003, 3160)

PROFESSIONAL CORPORATIONS

NRS 89.030 Applicabilityof chapter 78of NRS. The laws applicable to other Nevadaprivate corporations organized under chapter 78of NRS and all rights, privileges and duties thereunder shall apply to professionalcorporations, except where such laws are in conflict with or inconsistent withthe provisions of this chapter. In case of conflict, the provisions of thischapter shall apply.

(Added to NRS by 1963, 865)

NRS 89.040 Filingrequirements; required provisions of articles of incorporation; corporate name.

1. One or more persons may organize a professionalcorporation in the manner provided for organizing a private corporationpursuant to chapter 78 of NRS. Each personorganizing the corporation must, except as otherwise provided in subsection 2of NRS 89.050, be authorized to performthe professional service for which the corporation is organized. The articlesof incorporation must contain the following additional information:

(a) The profession to be practiced by means of theprofessional corporation.

(b) The names and addresses, either residence orbusiness, of the original stockholders and directors of the professionalcorporation.

(c) Except as otherwise provided in paragraph (d) ofthis subsection, a certificate from the regulating board of the profession tobe practiced showing that each of the directors, and each of the stockholderswho is a natural person, is licensed to practice the profession.

(d) For a professional corporation organized pursuantto this chapter and practicing pursuant to the provisions of NRS 623.349, a certificate from theregulating board or boards of the profession or professions to be practicedshowing that control and two-thirds ownership of the corporation is held bypersons registered or licensed pursuant to the applicable provisions of chapter 623, 623Aor 625 of NRS. As used in this paragraph,control has the meaning ascribed to it in NRS623.349.

2. The corporate name of a professional corporationmust contain the words Professional Corporation or the abbreviation Prof.Corp., P.C. or PC, or the word Chartered or the abbreviation Chtd., orLimited or the abbreviation Ltd. The corporate name must contain the lastname of one or more of its current or former stockholders. The corporation mayrender professional services and exercise its authorized powers under afictitious name if the corporation has first registered the name in the mannerrequired by chapter 602 of NRS.

(Added to NRS by 1963, 865; A 1969, 520; 1979, 122;1987, 585; 1991, 323, 1305; 1995, 2118; 2001, 1780; 2003, 3160; 2003, 20thSpecial Session, 111)

NRS 89.050 Scopeof business; property and investments; professional services by officers andemployees.

1. Except as otherwise provided in subsection 2, aprofessional corporation may be organized only for the purpose of rendering onespecific type of professional service and may not engage in any business otherthan rendering the professional service for which it was organized and servicesreasonably related thereto, except that a professional corporation may own realand personal property appropriate to its business and may invest its money inany form of real property, securities or any other type of investment.

2. A professional corporation may be organized torender a professional service relating to:

(a) Architecture, interior design, residential design,engineering and landscape architecture, or any combination thereof, and may becomposed of persons:

(1) Engaged in the practice of architecture asprovided in chapter 623 of NRS;

(2) Practicing as a registered interior designeras provided in chapter 623 of NRS;

(3) Engaged in the practice of residentialdesign as provided in chapter 623 of NRS;

(4) Engaged in the practice of landscapearchitecture as provided in chapter 623A ofNRS; and

(5) Engaged in the practice of professionalengineering as provided in chapter 625 of NRS.

(b) Medicine, homeopathy and osteopathy, and may becomposed of persons engaged in the practice of medicine as provided in chapter 630 of NRS, persons engaged in thepractice of homeopathic medicine as provided in chapter630A of NRS and persons engaged in the practice of osteopathic medicine asprovided in chapter 633 of NRS. Such aprofessional corporation may market and manage additional professionalcorporations which are organized to render a professional service relating tomedicine, homeopathy and osteopathy.

(c) Mental health services, and may be composed of thefollowing persons, in any number and in any combination:

(1) Any psychologist who is licensed to practicein this State;

(2) Any social worker who holds a mastersdegree in social work and who is licensed by this State as a clinical socialworker;

(3) Any registered nurse who is licensed topractice professional nursing in this State and who holds a masters degree inthe field of psychiatric nursing; and

(4) Any marriage and family therapist who islicensed by this State pursuant to chapter 641Aof NRS.

Such aprofessional corporation may market and manage additional professionalcorporations which are organized to render a professional service relating tomental health services pursuant to this paragraph.

3. A professional corporation may render aprofessional service only through its officers and employees who are licensedor otherwise authorized by law to render the professional service.

(Added to NRS by 1963, 866; A 1969, 705; 1985, 585;1991, 323, 1306; 1995, 353, 1704; 1997, 206; 2001, 1781; 2003, 435)

NRS 89.060 Professionalrelationship preserved. The provisions of thischapter relating to professional corporations do not modify any law applicableto the relationship between a person furnishing professional service and aperson receiving such service, including liability arising out of suchprofessional service, but nothing contained in this section renders:

1. A person personally liable in tort for any act inwhich he has not personally participated.

2. A director, officer or employee of a professionalcorporation liable in contract for any contract which he signs on behalf of aprofessional corporation within the limits of his actual authority.

(Added to NRS by 1963, 866; A 1969, 521; 2003, 3160)

NRS 89.070 Restrictionson ownership and transfer of shares.

1. Except as otherwise provided in this section and NRS 623.349:

(a) No corporation organized under the provisions ofthis chapter may issue any of its stock to anyone other than a natural personwho is licensed to render the same specific professional services as those forwhich the corporation was incorporated.

(b) No stockholder of a corporation organized underthis chapter may enter into a voting trust agreement or any other type ofagreement vesting another person with the authority to exercise the votingpower of any or all of his stock, unless the other person is licensed to renderthe same specific professional services as those for which the corporation wasincorporated.

(c) No shares of a corporation organized under thischapter may be sold or transferred except to a natural person who is eligibleto be a stockholder of the corporation or to the personal representative orestate of a deceased or legally incompetent stockholder. The personalrepresentative or estate of the stockholder may continue to own shares for areasonable period, but may not participate in any decisions concerning therendering of professional services.

The articlesof incorporation or bylaws may provide specifically for additional restrictionson the transfer of shares and may provide for the redemption or purchase of theshares by the corporation, its stockholders or an eligible individual accountplan complying with the requirements of subsection 2 at prices and in a mannerspecifically set forth. A stockholder may transfer his shares in thecorporation or any other interest in the assets of the corporation to arevocable trust if he acts as trustee of the revocable trust and any person whoacts as cotrustee and is not licensed to perform the services for which thecorporation was incorporated does not participate in any decisions concerningthe rendering of those services.

2. Except as otherwise provided in NRS 623.349, a person not licensed to renderthe professional services for which the corporation was incorporated may own abeneficial interest in any of the assets, including corporate shares, held forhis account by an eligible individual account plan sponsored by theprofessional corporation for the benefit of its employees, which is intended toqualify under section 401 of the Internal Revenue Code, 26 U.S.C. 401, if theterms of the trust are such that the total number of shares which may bedistributed for the benefit of persons not licensed to render the professionalservices for which the corporation was incorporated is less than a controllinginterest and:

(a) The trustee of the trust is licensed to render thesame specific professional services as those for which the corporation wasincorporated; or

(b) The trustee is not permitted to participate in anycorporate decisions concerning the rendering of professional services in hiscapacity as trustee.

A trusteewho is individually a stockholder of the corporation may participate in hisindividual capacity as a stockholder, director or officer in any corporatedecision.

3. Except as otherwise provided in subsection 4, aprofessional corporation in which all the stockholders who are natural personsare licensed to render the same specific professional service may acquire andhold stock in another professional corporation, or in a similar corporationorganized pursuant to the corresponding law of another state, only if all thestockholders who are natural persons of the corporation whose stock is acquiredare licensed in that corporations state of incorporation to render the samespecific professional service as the stockholders who are natural persons ofthe professional corporation that acquires the stock.

4. A professional corporation practicing pursuant to NRS 623.349 in which all the stockholdersare natural persons, regardless of whether or not the natural persons arelicensed to render the same specific professional service, may acquire and holdstock in another professional corporation or in a similar corporation organizedpursuant to the corresponding law of another state if control and two-thirdsownership of the business organization or association that is acquired is heldby persons registered or licensed pursuant to the applicable provisions of chapter 623, 623Aor 625 of NRS. As used in this subsection,control has the meaning ascribed to it in NRS623.349.

5. Any act in violation of this section is void anddoes not pass any rights or privileges or vest any powers, except to aninnocent person who is not a stockholder and who has relied on theeffectiveness of the action.

(Added to NRS by 1963, 866; A 1969, 521; 1977, 643;1991, 1306; 1995, 2118; 2001, 1781)

NRS 89.080 Dutiesupon legal disqualification of officer, stockholder, director or employee;qualifications of officer or director; death of stockholder whose interest isin revocable trust.

1. If any officer, stockholder, director or employeeof a corporation organized under this chapter who has been renderingprofessional service to the public becomes legally disqualified to render suchprofessional services within this State, he shall sever within a reasonableperiod all professional service with and financial interest in the corporation,but this chapter does not prevent a corporation formed under this chapter fromentering into a contract with an employee which provides for severance pay orfor compensation for past services upon termination of professional service,whether by death or otherwise.

2. Except as otherwise provided in NRS 623.349, a natural person may not be anofficer or director of a corporation organized under this chapter unless he islicensed to render the same specific professional services as those for whichthe corporation was incorporated.

3. Upon the death of a stockholder of a corporationwho has transferred his interest in the corporation to a revocable trust aspermitted by NRS 89.070, the trustee ofthe revocable trust may continue to retain any interest so transferred,including corporate shares, for a reasonable period, but may not exercise anyauthority concerning the rendering of professional services and may not, exceptas otherwise provided in NRS 623.349,distribute the corporate interest to any person not licensed to render theservices for which the corporation was incorporated.

4. A corporations failure to require compliance withthe provisions of this section is a ground for the forfeiture of its charter.

(Added to NRS by 1963, 866; A 1969, 522; 1991, 1307;1995, 2119; 2001,1783)

NRS 89.100 Authorityof regulating boards not affected. Theprovisions of this chapter relating to professional corporations do not bar theregulating board of any profession from taking any action otherwise within itspower, nor do they affect the rules of ethics or practice of any profession.

(Added to NRS by 1963, 867; A 1969, 522)

NRS 89.110 Scopeof authority. No professional corporation maydo any act which is prohibited to be done by natural persons licensed topractice the profession which the professional corporation is organized topractice.

(Added to NRS by 1963, 867; A 1995, 2120)

PROFESSIONAL ASSOCIATIONS

NRS 89.200 Inapplicabilityof chapter 87of NRS. [Effective through June 30, 2006.] Theprovisions of chapter 87 of NRS (UniformPartnership Act) do not apply to professional associations.

(Added to NRS by 1969, 523; A 2005, 443)

NRS 89.200 Inapplicability of chapter 87of NRS. [Effective July 1, 2006.] Theprovisions of chapter 87 of NRS do not applyto professional associations.

(Added to NRS by 1969, 523; A 2005, 443, effectiveJuly 1, 2006)

NRS 89.210 Filingrequirements; name of association.

1. Within 30 days after the organization of aprofessional association under this chapter, the association shall file withthe Secretary of State a copy of the articles of association, duly signed, andshall pay at that time a filing fee of $75. A copy of any amendments to thearticles of association must also be filed with the Secretary of State within30 days after the adoption of such amendments. Each copy of amendments so filedmust be certified as true and correct and be accompanied by a filing fee of$175.

2. The name of such a professional association mustcontain the words Professional Association, Professional Organization orthe abbreviations Prof. Assn or Prof. Org. The association may renderprofessional services and exercise its authorized powers under a fictitiousname if the association has first registered the name in the manner requiredunder chapter 602 of NRS.

(Added to NRS by 1969, 523; A 1979, 123; 2001, 3190; 2003, 3160; 2003, 20thSpecial Session, 112)

NRS 89.220 Professionalrelationship preserved. The provisions of thischapter relating to professional associations do not modify any law applicableto the relationship between a person furnishing professional service and aperson receiving such service, including liability arising out of suchprofessional service, but:

1. A member or employee of a professional associationshall not be personally liable in tort for any act in which he has notpersonally participated.

2. A member or employee of a professional associationshall not be personally liable in contract for any contract which he signs onbehalf of a professional association within the limits of his actual authority.

(Added to NRS by 1969, 523; A 2003, 3161)

NRS 89.230 Restrictionson membership and rendering of professional services. Exceptas otherwise provided in NRS 623.349,members who organize a professional association must all be natural personslicensed to render the same specific professional services as those for whichthe professional association is organized. Except as otherwise provided by law,a professional association may render professional service only through itsmembers and employees who are licensed or otherwise authorized by law to renderthe professional service.

(Added to NRS by 1969, 523; A 1995, 2120; 2001, 1783)

NRS 89.240 Dutiesupon legal disqualification of member or employee; redemption of andrestrictions on transfer and ownership of members interest.

1. If any member or employee of a professionalassociation who has been rendering professional service to the public becomeslegally disqualified to render the professional service within this State, heshall sever within a reasonable period all professional service with andfinancial interest in the association; but this chapter does not prevent aprofessional association from entering into a contract with a member oremployee which provides for severance pay or for compensation for past servicesupon termination of professional service, whether by death or otherwise. Uponthe death of a member of the association who has transferred his interest inthe association to a revocable trust as permitted by subsection 2, the trusteeof the revocable trust may continue to retain any interest so transferred for areasonable period, but may not exercise any authority concerning the renderingof professional services and may not, except as otherwise provided in NRS 623.349, distribute the interest in theassociation or its assets to any person not licensed to render the services forwhich the association was organized.

2. Except as otherwise authorized by NRS 623.349, a membership interest in aprofessional association may not be sold or transferred except to a naturalperson who is eligible to be a member of the association or to the personalrepresentative or estate of a deceased or legally incompetent member, except asprovided in this subsection. The personal representative of such a member maycontinue to own such interest for a reasonable period, but may not participatein any decisions concerning the rendering of professional service. A member maytransfer his interest in the association or any other interest in the assets ofthe association to a revocable trust if he acts as trustee of the revocabletrust and any person who acts as cotrustee and is not licensed to perform theservices for which the association is organized does not participate in anydecisions concerning the rendering of those professional services.

3. The articles of association may providespecifically for additional restrictions on the transfer of members interestsand may provide for the redemption or purchase of such an interest by theassociation or its other members at prices and in a manner specifically setforth in the articles.

(Added to NRS by 1969, 523; A 1991, 1308; 1995, 2120;2001, 1783)

NRS 89.250 Annuallist: Filing requirements; fees.

1. Except as otherwise provided in subsection 2, aprofessional association shall, on or before the last day of the first monthafter the filing of its articles of association with the Secretary of State,and annually thereafter on or before the last day of the month in which theanniversary date of its organization occurs in each year, file with theSecretary of State a list showing the names and addresses, either residence orbusiness, of all members and employees in the professional association andcertifying that all members and employees are licensed to render professionalservice in this State.

2. A professional association organized and practicingpursuant to the provisions of this chapter and NRS 623.349 shall, on or before the lastday of the first month after the filing of its articles of association with theSecretary of State, and annually thereafter on or before the last day of themonth in which the anniversary date of its organization occurs in each year,file with the Secretary of State a list:

(a) Showing the names and addresses, either residenceor business, of all members and employees of the professional association whoare licensed or otherwise authorized by law to render professional service inthis State;

(b) Certifying that all members and employees whorender professional service are licensed or otherwise authorized by law torender professional service in this State; and

(c) Certifying that all members who are not licensed torender professional service in this State do not render professional service onbehalf of the professional association except as authorized by law.

3. Each list filed pursuant to this section must be:

(a) Made on a form furnished by the Secretary of Stateand must not contain any fiscal or other information except that expresslycalled for by this section.

(b) Signed by the chief executive officer of theprofessional association.

(c) Accompanied by a declaration under penalty ofperjury that the professional association:

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

(2) Acknowledges that pursuant to NRS 239.330, it is a category C felony toknowingly offer any false or forged instrument for filing in the Office of theSecretary of State.

4. Upon filing:

(a) The initial list required by this section, theprofessional association shall pay to the Secretary of State a fee of $125.

(b) Each annual list required by this section, theprofessional association shall pay to the Secretary of State a fee of $125.

(Added to NRS by 1969, 524; A 1995, 1139; 1999, 1625; 2001, 101, 1784, 2725, 3190; 2003, 194, 3161; 2003, 20thSpecial Session, 112, 187; 2005, 2270)

NRS 89.252 Defaultingassociations: Identification; penalty.

1. Each professional association that is required tomake a filing and pay the fee prescribed in NRS89.250 but refuses to do so within the time provided is in default.

2. For default, there must be added to the amount ofthe fee a penalty of $75. The fee and penalty must be collected as provided inthis chapter.

(Added to NRS by 1995, 1138; A 2001, 3191; 2003, 20thSpecial Session, 113)

NRS 89.254 Defaultingassociations: Duties of Secretary of State; forfeiture of right to transactbusiness; assets held in trust; distribution of assets.

1. The Secretary of State shall provide written noticeto each professional association which is in default pursuant to the provisionsof NRS 89.252. The written notice:

(a) Must include a statement indicating the amount ofthe filing fee, penalties incurred and costs remaining unpaid.

(b) At the request of the professional association, maybe provided electronically.

2. On the first day of the first anniversary of themonth following the month in which the filing was required, the articles ofassociation of the professional association are revoked and its right totransact business is forfeited.

3. The Secretary of State shall compile a completelist containing the names of all professional associations whose right totransact business has been forfeited.

4. The Secretary of State shall forthwith notify eachprofessional association specified in subsection 3 by providing written noticeof the forfeiture of its right to transact business. The written notice:

(a) Must include a statement indicating the amount ofthe filing fee, penalties incurred and costs remaining unpaid.

(b) At the request of the professional association, maybe provided electronically.

5. If the articles of association of a professionalassociation are revoked and the right to transact business is forfeited, allthe property and assets of the defaulting professional association must be heldin trust by its members, as for insolvent corporations, and the sameproceedings may be had with respect to its property and assets as apply toinsolvent corporations. Any interested person may institute proceedings at anytime after a forfeiture has been declared, but, if the Secretary of State reinstatesthe articles of association, the proceedings must be dismissed and all propertyrestored to the members of the professional association.

6. If the assets of the professional association are distributed,they must be applied to:

(a) The payment of the filing fee, penalties and costsdue to the State; and

(b) The payment of the creditors of the professionalassociation.

Any balanceremaining must be distributed as set forth in the articles of association or,if no such provisions exist, among the members of the professional association.

(Added to NRS by 1995, 1138; A 2003, 20thSpecial Session, 113)

NRS 89.256 Defaultingassociations: Conditions and procedure for reinstatement.

1. Except as otherwise provided in subsections 3 and4, the Secretary of State shall reinstate any professional association whichhas forfeited its right to transact business under the provisions of thischapter and restore the right to carry on business in this State and exerciseits privileges and immunities if it:

(a) Files with the Secretary of State:

(1) The list and certification required by NRS 89.250; and

(2) A certificate of acceptance of appointmentsigned by its resident agent; and

(b) Pays to the Secretary of State:

(1) The filing fee and penalty set forth in NRS 89.250 and 89.252 for each year or portion thereofduring which the articles of association have been revoked; and

(2) A fee of $300 for reinstatement.

2. When the Secretary of State reinstates theprofessional association, he shall issue to the professional association acertificate of reinstatement if the professional association:

(a) Requests a certificate of reinstatement; and

(b) Pays the required fees pursuant to subsection 8 of NRS 78.785.

3. The Secretary of State shall not order areinstatement unless all delinquent fees and penalties have been paid, and therevocation of the articles of association occurred only by reason of thefailure to pay the fees and penalties.

4. If the articles of association of a professionalassociation have been revoked pursuant to the provisions of this chapter andhave remained revoked for 10 consecutive years, the articles must not bereinstated.

(Added to NRS by 1995, 1138; A 2001, 3191; 2003, 20thSpecial Session, 114; 2005, 2271)

NRS 89.260 Authorityof regulating boards not affected. Theprovisions of this chapter relating to professional associations do not bar theregulating board of any profession from taking any action otherwise within itspower, nor do they affect the rules of ethics or practice of any profession.

(Added to NRS by 1969, 524)

NRS 89.270 Scopeof authority. No professional association maydo any act which is prohibited to be done by natural persons licensed topractice the profession which the professional association is organized topractice.

(Added to NRS by 1969, 524; A 1995, 2121)