21-03.1 Registration of Public Obligations
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<![CDATA[CHAPTER 21-03.1REGISTRATION OF PUBLIC OBLIGATIONS21-03.1-01. Definitions. As used in this chapter, the following terms have the followingmeanings:1."Authorized officer" means any individual required or permitted, alone or with others,<br>by any provision of law or by the issuing public entity, to execute on behalf of the<br>public entity a certificated registered public obligation or a writing relating to an<br>uncertificated registered public obligation.2."Certificated registered public obligation" means a registered public obligation which<br>is represented by an instrument.3."Code" means the Internal Revenue Code of 1954, as amended.4."Financial intermediary" means a bank, broker, clearing corporation, or other person<br>or the nominee of any of them, which in the ordinary course of its business<br>maintains registered public obligation accounts for its customers, when so acting.5."Issuer" means a public entity which issues an obligation.6."Obligation" means an agreement of a public entity to pay principal and any interest<br>thereon, and includes a share, participation, or other interest in any such agreement.7."Official actions" means the actions by statute, order, ordinance, resolution, contract,<br>or other authorized means by which the issuer provides for issuance of a registered<br>public obligation.8."Official or official body" means the officer that is empowered under the laws of this<br>state to provide for original issuance of an obligation of the issuer, by defining the<br>obligation and its terms, conditions, and other incidents, the successor or<br>successors of any such official or official body, and such other person or group of<br>persons as shall be assigned duties of such official or official body with respect to a<br>registered public obligation under applicable law from time to time.9."Public entity" means any entity, department, or agency which is empowered under<br>the laws of this state to issue obligations any interest with respect to which may,<br>under any provision of law, be provided an exemption from the income tax referred<br>to in the Code.10."Registered public obligation" means an obligation issued by a public entity pursuant<br>to a system of registration.11."System of registration" and its variants means a plan that provides:a.With respect to a certificated registered public obligation, that:(1)The certificated registered public obligation specify a person entitled to<br>the registered public obligation and the rights it represents; and(2)Transfer of the certificated registered public obligation and the rights it<br>represents may be registered upon books maintained for that purpose by<br>or on behalf of the issuer.b.With respect to an uncertificated registered public obligation, that:Page No. 1(1)Books maintained by or on behalf of the issuer for the purpose of<br>registration of the transfer of a registered public obligation specify a<br>person entitled to the registered public obligation and the rights<br>evidenced thereby; and(2)Transfer of the uncertificated registered public obligation and the rights<br>evidenced thereby be registered upon such books.12."Uncertificated registered public obligation" means a registered public obligation<br>which is not represented by an instrument.21-03.1-02. System of registration.1.Each issuer is authorized to establish and maintain a system of registration with<br>respect to each obligation which it issues. The system may either be:a.A system pursuant to which only certificated registered public obligations are<br>issued.b.A system pursuant to which only uncertificated registered public obligations are<br>issued.c.A system pursuant to which both certificated and uncertificated registered<br>public obligations are issued.The issuer may amend, discontinue, and reinstitute any system, from time to time,<br>subject to covenants.2.The system must be established, amended, discontinued, or reinstituted for the<br>issuer by, and must be maintained for the issuer as provided by, the official or official<br>body.3.The system must be described in the registered public obligation or in the official<br>actions which provide for original issuance of the registered public obligation, and in<br>subsequent official actions providing for amendments and other matters from time to<br>time. Such description may be by reference to a program of the issuer which is<br>established by the official or official body.4.The system must define the method or methods by which transfer of the registered<br>public obligation shall be effective with respect to the issuer, and by which payment<br>of principal and any interest must be made. The system may permit the issuance of<br>registered public obligations in any denomination to represent several registered<br>public obligations of smaller denominations. The system may also provide for the<br>form of any certificated registered public obligation or of any writing relating to an<br>uncertificated registered public obligation, for identifying numbers or other<br>designations, for a sufficient supply of certificates for subsequent transfers, for<br>record and payment dates, for varying denominations, for communications to<br>holders or owners of obligations, and for accounting, canceled certificate destruction<br>registration and release of security interests and other incidental matters. Unless<br>the issuer otherwise provides, the record date for interest payable on the first or<br>fifteenth day of a month must be the fifteenth day or the last business day of the<br>preceding month, respectively, and for interest payable on other than the first or<br>fifteenth day of a month, must be the fifteenth calendar day before the interest<br>payment date.5.Under a system pursuant to which both certificated and uncertificated registered<br>public obligations are issued, both types of registered public obligations may be<br>regularly issued, or one type may be regularly issued and the other type issued only<br>under described circumstances or to particular described categories of owners andPage No. 2provision may be made for registration and release of security interests in registered<br>public obligations.6.Thesystemmayincludecovenantsoftheissuerastoamendments,discontinuances, and reinstitutions of the system and the effect of such on the<br>exemption of interest from the income tax provided for by the Code.7.Whenever an issuer issues an uncertificated registered public obligation, the system<br>of registration may provide that a true copy of the official actions of the issuer<br>relating to such uncertificated registered public obligation be maintained by the<br>issuer or by the person, if any, maintaining such system on behalf of the issuer, so<br>long as the uncertificated registered public obligation remains outstanding and<br>unpaid. A copy of such official actions, verified to be such by an authorized officer,<br>is admissible before any court of record, administrative body, or arbitration panel<br>without further authentication.8.Nothing in this chapter precludes a conversion from one of the forms of registered<br>public obligations provided for by this chapter to a form of obligations not provided<br>for by this chapter if interest on the obligation so converted will continue to be<br>exempt from the income tax provided for by the Code.9.The rights provided by other laws with respect to obligations in forms not provided<br>for by this chapter, to the extent not inconsistent with this chapter, apply with respect<br>to registered public obligations issued in forms authorized by this chapter.21-03.1-03. Execution - Authentication.1.A certificated registered public obligation must be executed by the issuer by the<br>manual or facsimile signature or signatures of authorized officers. Any signature of<br>an authorized officer may be attested by the manual or facsimile signature of<br>another authorized officer.2.In addition to the signatures referred to in subsection 1, any certificated registered<br>public obligation or any writing relating to an uncertificated registered public<br>obligation may include a certificate or certificates signed by the manual or facsimile<br>signature of an authenticating agent, registrar, transfer agent, or the like.3.At least one signature of an authorized officer or other person required or permitted<br>to be placed on a certificated registered public obligation must be a manual<br>signature.21-03.1-04. Signatures.1.Any certificated registered public obligation signed by the authorized officers at the<br>time of the signing thereof remains valid and binding, notwithstanding that before the<br>issuance thereof any or all of such officers have ceased to fill their respective offices.2.Any authorized officer empowered to sign any certificated registered public<br>obligation may adopt as and for the signature of such officer the signature of a<br>predecessor in office in the event that such predecessor's signature appears on<br>such certificated registered public obligation. An authorized officer incurs no liability<br>by adoption of a predecessor's signature that would not be incurred by such<br>authorized officer if the signature were that of such authorized officer.21-03.1-05.Seal.When a seal is required or permitted in the execution of anycertificated registered public obligation, an authorized officer may cause the seal to be printed,<br>engraved, stamped, or otherwise placed in facsimile thereon. The facsimile seal has the same<br>legal effect as the impression of the seal.Page No. 321-03.1-06. Agents - Depositories.1.An issuer may appoint for such term as may be agreed, including for so long as a<br>registered public obligation may be outstanding, corporate or other authenticating<br>agents, transfer agents, registrars, paying, or other agents, specify the terms of their<br>appointment, including their rights, their compensation and duties, limits upon their<br>liabilities, and provision for their payment of liquidated damages in the event of<br>breach of certain of the duties imposed, which liquidated damages may be made<br>payable to the issuer, the owner, or a financial intermediary. None of such agents<br>need have an office or do business within this state.2.An issuer may agree with custodian banks and financial intermediaries, and<br>nominees of any of them, in connection with the establishment and maintenance by<br>others of a central depository system for the transfer or pledge of registered public<br>obligations. Any such custodian banks and financial intermediaries, and nominees,<br>may, if qualified and acting as fiduciaries, also serve as authenticating agents,<br>transfer agents, registrars, paying, or other agents of the issuer with respect to the<br>same issue of registered public obligations.3.Nothing precludes the issuer from itself performing, either alone or jointly with other<br>issuers, any transfer, registration, authentication, payment, or other function<br>described in this section.21-03.1-07. Costs - Collection.1.An issuer, prior to or at original issuance of registered public obligations, may<br>provide as a part of a system of registration that the transferor or transferee of the<br>registered public obligations pay all or a designated part of the costs of the system<br>as a condition precedent to transfer, that costs be paid out of proceeds of the<br>registered public obligations, or that both methods be used. The portion of the costs<br>of the system not provided to be paid for by the transferor or transferee or out of<br>proceeds is the liability of the issuer.2.The issuer may as part of a system of registration provide for reimbursement or for<br>satisfaction of its liability by payment by others.The issuer may enter intoagreements with others respecting such reimbursement or payment, may establish<br>fees and charges pursuant to such agreements or otherwise, and may provide that<br>the amount or estimated amount of such fees and charges must be reimbursed or<br>paid from the same sources and by means of the same collection and enforcement<br>procedures and with the same priority and effect as with respect to the obligations.21-03.1-08. Security for deposits. Obligations issued by public entities under the lawsof this state which are in registered form, whether or not represented by an instrument, and<br>which, except for their form, satisfy the requirements with regard to security for deposits of<br>moneys of public agencies prescribed pursuant to any law of this state, must be deemed to<br>satisfy all such requirements even though they are in registered form if a security interest in such<br>obligations is perfected on behalf of the public agencies whose moneys are so deposited.21-03.1-09. Public records - Locations.1.Records, with regard to the ownership of or security interests in registered public<br>obligations, are not subject to inspection or copying under any law of this state<br>relating to the right of the public to inspect or copy public records, notwithstanding<br>any law to the contrary.2.Registration records of the issuer may be maintained at such locations within or<br>without this state as the issuer shall determine.21-03.1-10. Applicability - Determination.Page No. 41.Unless at any time prior to or at original issuance of a registered public obligation the<br>official or official body of the issuer determines otherwise, this chapter is applicable<br>to such registered public obligation notwithstanding any provision of law to the<br>contrary. When this chapter is applicable, no contrary provision applies.2.Nothing in this chapter limits or prevents the issuance of obligations in any other<br>form or manner authorized by law.3.Unless determined otherwise pursuant to subsection 1, the provisions of this chapter<br>are applicable with respect to obligations which have heretofore been approved by<br>vote, referendum, or hearing, authorizing or permitting the authorization of<br>obligations in bearer and registered form, or in bearer form only, and such<br>obligations need not be resubmitted for a further vote, referendum, or hearing, for<br>the purpose of authorizing or permitting the authorization of registered public<br>obligations pursuant to this chapter.21-03.1-11.Construction.This chapter must be construed in conjunction with theUniform Commercial Code and the principles of contract law relative to the registration and<br>transfer of obligations.21-03.1-12.Amendment or repeal - Effect.The state hereby covenants with theowners of any registered public obligations that it will not amend or repeal this chapter if the<br>effect may be to impair the exemption from income taxation of interest on registered public<br>obligations.Page No. 5Document Outlinechapter 21-03.1 registration of public obligations]]>