Nevada § 81.875 - Mergers

§ 81.875. Mergers

1. An unincorporated nonprofit association may merge with any organization that is

authorized by law to merge with an unincorporated nonprofit association. 2. A merger involving an unincorporated nonprofit association is subject to the following

rules: (a) Each constituent organization shall comply with its governing law. (b) Each party to the merger shall approve a plan of merger. The plan, which must be in a record, must include the following provisions: (1) The name and form of each organization that is a party to the merger; (2) The name and form of the surviving organization and, if the surviving organization

is to be created by the merger, a statement to that effect; (3) If the surviving organization is to be created by the merger, the surviving organization's

organizational documents that are proposed to be in a record; (4) If the surviving organization is not to be created by the merger, any amendments

to be made by the merger to the surviving organization's organizational documents

that are, or are proposed to be, in a record; and (5) The terms and conditions of the merger, including the manner and basis for converting

the interests in each constituent organization into any combination of money, interests

in the surviving organization, and other consideration except that the plan of merger

may not permit members of an unincorporated nonprofit association to receive merger

consideration if a distribution of such consideration would not be permitted in the

absence of a merger under NRS 81.855 and 81.870 . (c) The plan of merger must be approved by the members of each unincorporated nonprofit

association that is a constituent organization in the merger. If a plan of merger would impose personal liability for an obligation of a constituent

or surviving organization on a member of an association that is a party to the merger,

the plan may not take effect unless it is approved in a record by the member. (d) Subject to the contractual rights of third parties, after a plan of merger is

approved and at any time before the merger is effective, a constituent organization

may amend the plan or abandon the merger as provided in the plan, or except as otherwise

prohibited in the plan, with the same consent as was required to approve the plan. (e) Following approval of the plan, a merger under this section is effective: (1) If a constituent organization is required to give notice to or obtain the approval

of a governmental agency or officer in order to be a party to a merger, when the notice

has been given and the approval has been obtained; and (2) If the surviving organization: (I) Is an unincorporated nonprofit association, as specified in the plan of merger

and upon compliance by any constituent organization that is not an association with

any requirements, including any required filings in the Office of the Secretary of

State, of the organization's governing statute; or (II) Is not an unincorporated nonprofit association, as provided by the statutes governing

the surviving organization. 3. When a merger becomes effective: (a) The surviving organization continues or comes into existence; (b) Each constituent organization that merges into the surviving organization ceases

to exist as a separate entity; (c) All property owned by each constituent organization that ceases to exist vests

in the surviving organization; (d) All debts, obligations or other liabilities of each nonsurviving organization

continue as debts, obligations or other liabilities of the surviving organization; (e) An action or proceeding pending by or against any nonsurviving organization may

be continued as if the merger had not occurred; (f) Except as prohibited by law other than NRS 81.700 to 81.890 , inclusive, all of the rights, privileges, immunities, powers and purposes of each

constituent organization that ceases to exist vest in the surviving organization; (g) Except as otherwise provided in the plan of merger, the terms and conditions of

the plan of merger take effect; (h) The merger does not affect the personal liability, if any, of a member or manager

of a constituent organization for a debt, obligation or other liability incurred before

the merger is effective; and (i) A surviving organization that is not organized in this State is subject to the

jurisdiction of the courts of this State to enforce any debt, obligation or other

liability owed by a constituent organization if, before the merger, the constituent

organization was subject to suit in this State for the debt, obligation or other liability. 4. Property held for a charitable purpose under the laws of this State by a constituent

organization immediately before a merger under this section becomes effective may

not, as a result of the merger, be diverted from the objects for which it was given,

unless, to the extent required by or pursuant to the laws of this State concerning

cy-pres or other law dealing with nondiversion of charitable assets, the organization

obtains an appropriate order of the court specifying the disposition of the property. 5. A bequest, devise, gift, grant or promise contained in a will or other instrument

of donation, subscription or conveyance that is made to a nonsurviving organization

and that takes effect or remains payable after the merger inures to the surviving

organization. A trust obligation that would govern property if transferred to the nonsurviving

organization applies to property that is transferred to the surviving organization

under this section. 6. As used in this section: (a) “ Constituent organization ” means an organization that is merged with one or more other organizations, including

the surviving organization. (b) “ Nonsurviving organization ” means a constituent organization that is not the surviving organization. (c) “ Organization ” means an unincorporated nonprofit association, a general partnership, including

a limited-liability partnership, limited partnership, including a limited-liability

limited partnership, limited-liability company, business or statutory trust, corporation,

or any other legal or commercial entity having a statute governing its formation and

operation. The term includes a for-profit or nonprofit organization. (d) “ Surviving organization ” means an organization into which one or more other organizations are merged.