5050. This chapter may be cited as the Registered Public
Obligations Act of California.
5051. As used in this chapter, the following terms have the
following meanings, unless the context otherwise requires:
(a) "Authorized officer" means any individual required or
permitted, alone or with others, by any provision of law or by the
issuing public entity, to execute on behalf of the public entity a
certificated registered public obligation or a writing relating to an
uncertificated registered public obligation.
(b) "Certificated registered public obligation" means a registered
public obligation which is represented by an instrument.
(c) "Code" means the Internal Revenue Code of 1954, as amended.
(d) "Facsimile seal" means the reproduction by engraving,
imprinting, stamping, or other means of the seal of the issuer,
official or official body.
(e) "Facsimile signature" means the reproduction by engraving,
imprinting, stamping, or other means of a manual signature.
(f) "Financial intermediary" means a bank, broker, clearing
corporation, or other person, or the nominee of any of them, which in
the ordinary course of its business maintains registered public
obligation accounts for its customers, when so acting.
(g) "Issuer" means a public entity which issues an obligation.
(h) "Obligation" means an agreement of a public entity to pay
principal and any interest thereon, whether in the form of a contract
to repay borrowed money, a lease, an installment purchase agreement,
or otherwise, and includes a share, participation, or other interest
in any such agreement.
(i) "Official actions" means the actions by statute, order,
ordinance, resolution, contract, or other authorized means by which
the issuer provides for issuance of a registered public obligation.
(j) "Official or official body" means the officer or board that is
empowered under the laws of this state to provide for original
issuance of an obligation of the issuer, by defining the obligation
and its terms, conditions, and other incidents, the successor or
successors of any such official or official body, and such other
person or group or persons as shall be assigned duties of such
official or official body with respect to a registered public
obligation under applicable law from time to time.
(k) "Public entity" means any entity, department, or agency which
is empowered under the laws of this state, to issue obligations any
interest with respect to which may, under provision of law, be
provided an exemption from the income tax referred to in the code.
The term "public entity" may thus include, without limitation, the
state, an entity deriving powers from and acting pursuant to the
State Constitution or a special legislative act, a political
subdivision, a municipal corporation, a state university or college,
a school or other special district, a joint agreement entity, a
public authority, a public trust, a nonprofit corporation, and other
organizations.
(l) "Registered public obligation" means an obligation issued by a
public entity pursuant to a system of registration.
(m) "System of registration" and its variants means a plan that
provides:
(i) With respect to a certificated registered public obligation
that (1) the certificated registered public obligation specify a
person entitled to the registered public obligation and the rights it
represents, and (2) transfer of the certificated registered public
obligation and the rights it represents may be registered upon books
maintained for that purpose by or on behalf of the issuer; and
(ii) With respect to an uncertificated registered public
obligation, that (1) books maintained by or on behalf of the issuer
for the purpose of registration of the transfer of a registered
public obligation specify a person entitled to the registered public
obligation and the rights evidenced thereby, and (2) transfer of the
uncertificated registered public obligation and the rights evidenced
thereby be registered upon such books.
(n) "Uncertificated registered public obligation" means a
registered public obligation which is not represented by an
instrument.
5052. (a) The code provides that interest with respect to certain
obligations may not be exempt from federal income taxation unless
they are in registered form. It is, therefore, a matter of state
concern that public entities be authorized to provide for the
issuance of obligations in such form. It is a purpose of this chapter
to empower all public entities to establish and maintain a system
pursuant to which obligations may be issued in registered form within
the meaning of the applicable provisions of the code.
(b) Obligations have traditionally been issued in bearer rather
than in registered form, and a change from bearer to registered form
may affect the relationships, rights, and duties of issuers of, and
the persons that deal with obligations, and by such effect, the
costs. Such effects will impact the various issuers and varieties of
obligations differently depending on their legal and financial
characteristics, their markets, and their adaptability to recent and
prospective technological and organizational developments. It is,
therefore, a matter of state concern that public entities be provided
flexibility in the development of such systems and control over
system incidents, so as to accommodate such differing impacts. It is
a purpose of this chapter to empower the establishment and
maintenance, and amendment from time to time, of differing systems of
registration of obligations, including systems incidents, so as to
accommodate the differing impacts upon issuers and varieties of
obligations. It is further a purpose of this chapter to authorize
systems that will facilitate the prompt and accurate transfer of
registered public obligations and developing practices with regard to
the registration and transfer of registered public obligations.
5053. (a) Each issuer is authorized to establish and maintain a
system of registration with respect to each obligation which it
issues. The system may either be (1) a system pursuant to which only
certificated registered public obligations are issued, or (2) a
system pursuant to which only uncertificated registered public
obligations are issued, or (3) a system pursuant to which both
certificated and uncertificated registered public obligations are
issued. The issuer may amend, discontinue, and reinstitute any
system, from time to time, subject to covenants.
(b) The system shall be established, amended, discontinued, or
reinstituted for the issuer by, and shall be maintained for, the
issuer as provided by, the official or official body.
(c) The system shall be described in the registered public
obligation or in the official actions which provide for original
issuance of the registered public obligation, and in subsequent
official actions providing for amendments and other matters from time
to time. Such description may be by reference to a program of the
issuer which is established by the official or official body.
(d) The system shall define the method or methods by which
transfer of the registered public obligation shall be effective with
respect to the issuer, and by which payment of principal and any
interest shall be made. The system may permit the issuance of
registered public obligations in any denomination to represent
several registered public obligations of smaller denominations. The
system may also provide for the form of any certificated registered
public obligation or of any writing relating to an uncertificated
registered public obligation, for identifying numbers or other
designations, for a sufficient supply of certificates for subsequent
transfers, for record and payment dates, for varying denominations,
for communications to holders or owners of obligations, and for
accounting, canceled certificate destruction, registration, and
release of security interests, and other incidental matters. Unless
the issuer otherwise provides, the record date for interest payable
on the first or fifteenth days of a month shall be the fifteenth day
or the last business day of the preceding month, respectively, and
for interest payable on other than the first or fifteenth days of a
month, shall be the fifteenth calendar day before the interest
payment date.
(e) Under a system pursuant to which both certificated and
uncertificated registered public obligations are issued, both types
of registered public obligations may be regularly issued, or one type
may be regularly issued and the other type issued only under
described circumstances or to particular described categories of
owners, and provisions may be made for registration and release of
security interests in registered public obligations.
(f) The system may include covenants of the issuer as to
amendments, discontinuances, and reinstitutions of the system and the
effect of such on the exemption of interest from the income tax
provided for by code.
(g) Whenever an issuer shall issue an uncertificated registered
public obligation, the system of registration may provide that a true
copy of the official actions of the issuer relating to such
uncertificated registered public obligation be maintained by the
issuer or by the person, if any, maintaining such system on behalf of
the issuer, so long as the uncertificated registered public
obligation remains outstanding and unpaid. A copy of such official
actions, verified to be such by an authorized officer, shall be
admissible before any court of record, administrative body, or
arbitration panel without further authentication.
(h) Nothing in this chapter shall preclude a conversion from one
of the forms of registered public obligations provided for by this
chapter to a form of obligation not provided for by this chapter, if
interest on the obligation so converted will continue to be exempt
from the income tax provided for by the code.
(i) The rights provided by other laws with respect to obligations
in forms not provided for by this chapter shall, to the extent not
inconsistent with this chapter, apply with respect to registered
public obligations issued in forms authorized by this chapter.
5054. (a) A certificated registered public obligation shall be
executed by the issuer by the manual or facsimile signature or
signatures of authorized officers. Any signature of an authorized
officer may be attested by the manual or facsimile signature of
another authorized officer.
(b) In addition to the signatures referred to in subdivision (a),
any certificated registered public obligation or any writing relating
to an uncertificated registered public obligation may include a
certificate or certificates signed by the manual or facsimile
signature of an authenticating agent, registrar, transfer agent, or
the like.
5055. (a) Any certificated registered public obligation signed by
the authorized officers at the time of the signing thereof shall
remain valid and binding, notwithstanding that before the issuance
thereof any or all of such officers shall have ceased to fill their
respective offices.
(b) Any authorized officer empowered to sign any certificated
registered public obligation may adopt, as and for the signature of
such officer, the signature of a predecessor in office in the event
that such predecessor's signature appears on such certificated
registered public obligation. An authorized officer incurs no
liability by adoption of a predecessor's signature that would not be
incurred by such authorized officer, if the signature were that of
such authorized officer.
5056. When a seal is required or permitted in the execution of any
certificated registered public obligation, an authorized officer may
cause the seal to be printed, engraved, stamped, or otherwise placed
in facsimile thereon. The facsimile seal has the same legal effect as
the impression of the seal.
5057. (a) An issuer may appoint for such term as may be agreed,
including for so long as a registered public obligation may be
outstanding, corporate or other authenticating agents, transfer
agents, registrars, paying or other agents, and specify the terms of
their appointment, including their rights, their compensation and
duties, limits upon their liabilities and provision for their payment
of liquidated damages in the event of breach of certain of the
duties imposed, which liquidated damages may be made payable to the
issuer, the owner or a financial intermediary. None of such agents
need have an office or do business within this state.
(b) An issuer may agree with custodian banks and financial
intermediaries, and nominees of any of them, in connection with the
establishment and maintenance by others of a central depository
system for the transfer or pledge of registered public obligations.
Any such custodian banks and financial intermediaries, and nominees,
if qualified and acting as fiduciaries, may serve also as
authenticating agents, transfer agents, registrars, paying or other
agents of the issuer with respect to the same issue of registered
public obligations.
(c) Nothing shall preclude the issuer from itself performing,
either alone or jointly with other issuers, any transfer,
registration, authentication, payment, or other function described in
this section.
5058. (a) An issuer, prior to or at original issuance of registered
public obligations, may provide as a part of a system of
registration that the transferor or transferee of the registered
public obligations pay all or a designated part of the costs of the
system as a condition precedent to transfer, that costs be paid out
of proceeds of the registered public obligations, or that both
methods be used. The portion of the costs of the system not provided
to be paid for by the transferor or transferee or out of proceeds
shall be the liability of the issuer.
(b) The issuer may, as part of a system of registration, provide
for reimbursement or for satisfaction of its liability by payment by
others. The issuer may enter into agreements with others respecting
such reimbursement or payment, may establish fees and charges
pursuant to such agreements or otherwise, and may provide that the
amount or estimated amount of such fees and charges shall be
reimbursed or paid from the same sources and by means of the same
collection and enforcement procedures and with the same priority and
effect as with respect to the obligations.
5059. Obligations issued by public entities under the laws of this
state, which are in registered form, whether or not represented by an
instrument, and which, except for their form, satisfy the
requirements with regard to security for deposits of moneys of public
agencies prescribed pursuant to any law of this state, shall be
deemed to satisfy all such requirements, even though they are in
registered form, if a security interest in such obligations is
perfected on behalf of the public agencies whose moneys are so
deposited.
5060. (a) Records, with regard to the ownership of or security
interests in registered public obligations, are not subject to
inspection or copying under any law of this state relating to the
right of the public to inspect or copy public records,
notwithstanding any law to the contrary.
(b) Registration records of the issuer may be maintained at such
locations within or without this state as the issuer shall determine.
5061. (a) Unless at any time prior to or at original issuance of a
registered public obligation the official or official body of the
issuer determines otherwise, this chapter shall be applicable to such
registered public obligation notwithstanding any provision of law to
the contrary. When this chapter is applicable, no contrary provision
shall apply.
(b) Nothing in this chapter limits or prevents the issuance of
obligations in any other form or manner authorized by law.
(c) Unless determined otherwise pursuant to subdivision (a), the
provisions of this chapter shall be applicable with respect to
obligations which have heretofore been approved by vote, referendum,
or hearing, authorizing or permitting the authorization of
obligations in bearer and registered form, or in bearer form only,
and such obligations need not be resubmitted for a further vote,
referendum, or hearing, for the purpose of authorizing or permitting
the authorization of registered public obligations pursuant to this
chapter.
5062. This chapter shall be construed in conjunction with the
Uniform Commercial Code and the principles of contract law relative
to the registration and transfer of obligations.
5050. This chapter may be cited as the Registered Public
Obligations Act of California.
5051. As used in this chapter, the following terms have the
following meanings, unless the context otherwise requires:
(a) "Authorized officer" means any individual required or
permitted, alone or with others, by any provision of law or by the
issuing public entity, to execute on behalf of the public entity a
certificated registered public obligation or a writing relating to an
uncertificated registered public obligation.
(b) "Certificated registered public obligation" means a registered
public obligation which is represented by an instrument.
(c) "Code" means the Internal Revenue Code of 1954, as amended.
(d) "Facsimile seal" means the reproduction by engraving,
imprinting, stamping, or other means of the seal of the issuer,
official or official body.
(e) "Facsimile signature" means the reproduction by engraving,
imprinting, stamping, or other means of a manual signature.
(f) "Financial intermediary" means a bank, broker, clearing
corporation, or other person, or the nominee of any of them, which in
the ordinary course of its business maintains registered public
obligation accounts for its customers, when so acting.
(g) "Issuer" means a public entity which issues an obligation.
(h) "Obligation" means an agreement of a public entity to pay
principal and any interest thereon, whether in the form of a contract
to repay borrowed money, a lease, an installment purchase agreement,
or otherwise, and includes a share, participation, or other interest
in any such agreement.
(i) "Official actions" means the actions by statute, order,
ordinance, resolution, contract, or other authorized means by which
the issuer provides for issuance of a registered public obligation.
(j) "Official or official body" means the officer or board that is
empowered under the laws of this state to provide for original
issuance of an obligation of the issuer, by defining the obligation
and its terms, conditions, and other incidents, the successor or
successors of any such official or official body, and such other
person or group or persons as shall be assigned duties of such
official or official body with respect to a registered public
obligation under applicable law from time to time.
(k) "Public entity" means any entity, department, or agency which
is empowered under the laws of this state, to issue obligations any
interest with respect to which may, under provision of law, be
provided an exemption from the income tax referred to in the code.
The term "public entity" may thus include, without limitation, the
state, an entity deriving powers from and acting pursuant to the
State Constitution or a special legislative act, a political
subdivision, a municipal corporation, a state university or college,
a school or other special district, a joint agreement entity, a
public authority, a public trust, a nonprofit corporation, and other
organizations.
(l) "Registered public obligation" means an obligation issued by a
public entity pursuant to a system of registration.
(m) "System of registration" and its variants means a plan that
provides:
(i) With respect to a certificated registered public obligation
that (1) the certificated registered public obligation specify a
person entitled to the registered public obligation and the rights it
represents, and (2) transfer of the certificated registered public
obligation and the rights it represents may be registered upon books
maintained for that purpose by or on behalf of the issuer; and
(ii) With respect to an uncertificated registered public
obligation, that (1) books maintained by or on behalf of the issuer
for the purpose of registration of the transfer of a registered
public obligation specify a person entitled to the registered public
obligation and the rights evidenced thereby, and (2) transfer of the
uncertificated registered public obligation and the rights evidenced
thereby be registered upon such books.
(n) "Uncertificated registered public obligation" means a
registered public obligation which is not represented by an
instrument.
5052. (a) The code provides that interest with respect to certain
obligations may not be exempt from federal income taxation unless
they are in registered form. It is, therefore, a matter of state
concern that public entities be authorized to provide for the
issuance of obligations in such form. It is a purpose of this chapter
to empower all public entities to establish and maintain a system
pursuant to which obligations may be issued in registered form within
the meaning of the applicable provisions of the code.
(b) Obligations have traditionally been issued in bearer rather
than in registered form, and a change from bearer to registered form
may affect the relationships, rights, and duties of issuers of, and
the persons that deal with obligations, and by such effect, the
costs. Such effects will impact the various issuers and varieties of
obligations differently depending on their legal and financial
characteristics, their markets, and their adaptability to recent and
prospective technological and organizational developments. It is,
therefore, a matter of state concern that public entities be provided
flexibility in the development of such systems and control over
system incidents, so as to accommodate such differing impacts. It is
a purpose of this chapter to empower the establishment and
maintenance, and amendment from time to time, of differing systems of
registration of obligations, including systems incidents, so as to
accommodate the differing impacts upon issuers and varieties of
obligations. It is further a purpose of this chapter to authorize
systems that will facilitate the prompt and accurate transfer of
registered public obligations and developing practices with regard to
the registration and transfer of registered public obligations.
5053. (a) Each issuer is authorized to establish and maintain a
system of registration with respect to each obligation which it
issues. The system may either be (1) a system pursuant to which only
certificated registered public obligations are issued, or (2) a
system pursuant to which only uncertificated registered public
obligations are issued, or (3) a system pursuant to which both
certificated and uncertificated registered public obligations are
issued. The issuer may amend, discontinue, and reinstitute any
system, from time to time, subject to covenants.
(b) The system shall be established, amended, discontinued, or
reinstituted for the issuer by, and shall be maintained for, the
issuer as provided by, the official or official body.
(c) The system shall be described in the registered public
obligation or in the official actions which provide for original
issuance of the registered public obligation, and in subsequent
official actions providing for amendments and other matters from time
to time. Such description may be by reference to a program of the
issuer which is established by the official or official body.
(d) The system shall define the method or methods by which
transfer of the registered public obligation shall be effective with
respect to the issuer, and by which payment of principal and any
interest shall be made. The system may permit the issuance of
registered public obligations in any denomination to represent
several registered public obligations of smaller denominations. The
system may also provide for the form of any certificated registered
public obligation or of any writing relating to an uncertificated
registered public obligation, for identifying numbers or other
designations, for a sufficient supply of certificates for subsequent
transfers, for record and payment dates, for varying denominations,
for communications to holders or owners of obligations, and for
accounting, canceled certificate destruction, registration, and
release of security interests, and other incidental matters. Unless
the issuer otherwise provides, the record date for interest payable
on the first or fifteenth days of a month shall be the fifteenth day
or the last business day of the preceding month, respectively, and
for interest payable on other than the first or fifteenth days of a
month, shall be the fifteenth calendar day before the interest
payment date.
(e) Under a system pursuant to which both certificated and
uncertificated registered public obligations are issued, both types
of registered public obligations may be regularly issued, or one type
may be regularly issued and the other type issued only under
described circumstances or to particular described categories of
owners, and provisions may be made for registration and release of
security interests in registered public obligations.
(f) The system may include covenants of the issuer as to
amendments, discontinuances, and reinstitutions of the system and the
effect of such on the exemption of interest from the income tax
provided for by code.
(g) Whenever an issuer shall issue an uncertificated registered
public obligation, the system of registration may provide that a true
copy of the official actions of the issuer relating to such
uncertificated registered public obligation be maintained by the
issuer or by the person, if any, maintaining such system on behalf of
the issuer, so long as the uncertificated registered public
obligation remains outstanding and unpaid. A copy of such official
actions, verified to be such by an authorized officer, shall be
admissible before any court of record, administrative body, or
arbitration panel without further authentication.
(h) Nothing in this chapter shall preclude a conversion from one
of the forms of registered public obligations provided for by this
chapter to a form of obligation not provided for by this chapter, if
interest on the obligation so converted will continue to be exempt
from the income tax provided for by the code.
(i) The rights provided by other laws with respect to obligations
in forms not provided for by this chapter shall, to the extent not
inconsistent with this chapter, apply with respect to registered
public obligations issued in forms authorized by this chapter.
5054. (a) A certificated registered public obligation shall be
executed by the issuer by the manual or facsimile signature or
signatures of authorized officers. Any signature of an authorized
officer may be attested by the manual or facsimile signature of
another authorized officer.
(b) In addition to the signatures referred to in subdivision (a),
any certificated registered public obligation or any writing relating
to an uncertificated registered public obligation may include a
certificate or certificates signed by the manual or facsimile
signature of an authenticating agent, registrar, transfer agent, or
the like.
5055. (a) Any certificated registered public obligation signed by
the authorized officers at the time of the signing thereof shall
remain valid and binding, notwithstanding that before the issuance
thereof any or all of such officers shall have ceased to fill their
respective offices.
(b) Any authorized officer empowered to sign any certificated
registered public obligation may adopt, as and for the signature of
such officer, the signature of a predecessor in office in the event
that such predecessor's signature appears on such certificated
registered public obligation. An authorized officer incurs no
liability by adoption of a predecessor's signature that would not be
incurred by such authorized officer, if the signature were that of
such authorized officer.
5056. When a seal is required or permitted in the execution of any
certificated registered public obligation, an authorized officer may
cause the seal to be printed, engraved, stamped, or otherwise placed
in facsimile thereon. The facsimile seal has the same legal effect as
the impression of the seal.
5057. (a) An issuer may appoint for such term as may be agreed,
including for so long as a registered public obligation may be
outstanding, corporate or other authenticating agents, transfer
agents, registrars, paying or other agents, and specify the terms of
their appointment, including their rights, their compensation and
duties, limits upon their liabilities and provision for their payment
of liquidated damages in the event of breach of certain of the
duties imposed, which liquidated damages may be made payable to the
issuer, the owner or a financial intermediary. None of such agents
need have an office or do business within this state.
(b) An issuer may agree with custodian banks and financial
intermediaries, and nominees of any of them, in connection with the
establishment and maintenance by others of a central depository
system for the transfer or pledge of registered public obligations.
Any such custodian banks and financial intermediaries, and nominees,
if qualified and acting as fiduciaries, may serve also as
authenticating agents, transfer agents, registrars, paying or other
agents of the issuer with respect to the same issue of registered
public obligations.
(c) Nothing shall preclude the issuer from itself performing,
either alone or jointly with other issuers, any transfer,
registration, authentication, payment, or other function described in
this section.
5058. (a) An issuer, prior to or at original issuance of registered
public obligations, may provide as a part of a system of
registration that the transferor or transferee of the registered
public obligations pay all or a designated part of the costs of the
system as a condition precedent to transfer, that costs be paid out
of proceeds of the registered public obligations, or that both
methods be used. The portion of the costs of the system not provided
to be paid for by the transferor or transferee or out of proceeds
shall be the liability of the issuer.
(b) The issuer may, as part of a system of registration, provide
for reimbursement or for satisfaction of its liability by payment by
others. The issuer may enter into agreements with others respecting
such reimbursement or payment, may establish fees and charges
pursuant to such agreements or otherwise, and may provide that the
amount or estimated amount of such fees and charges shall be
reimbursed or paid from the same sources and by means of the same
collection and enforcement procedures and with the same priority and
effect as with respect to the obligations.
5059. Obligations issued by public entities under the laws of this
state, which are in registered form, whether or not represented by an
instrument, and which, except for their form, satisfy the
requirements with regard to security for deposits of moneys of public
agencies prescribed pursuant to any law of this state, shall be
deemed to satisfy all such requirements, even though they are in
registered form, if a security interest in such obligations is
perfected on behalf of the public agencies whose moneys are so
deposited.
5060. (a) Records, with regard to the ownership of or security
interests in registered public obligations, are not subject to
inspection or copying under any law of this state relating to the
right of the public to inspect or copy public records,
notwithstanding any law to the contrary.
(b) Registration records of the issuer may be maintained at such
locations within or without this state as the issuer shall determine.
5061. (a) Unless at any time prior to or at original issuance of a
registered public obligation the official or official body of the
issuer determines otherwise, this chapter shall be applicable to such
registered public obligation notwithstanding any provision of law to
the contrary. When this chapter is applicable, no contrary provision
shall apply.
(b) Nothing in this chapter limits or prevents the issuance of
obligations in any other form or manner authorized by law.
(c) Unless determined otherwise pursuant to subdivision (a), the
provisions of this chapter shall be applicable with respect to
obligations which have heretofore been approved by vote, referendum,
or hearing, authorizing or permitting the authorization of
obligations in bearer and registered form, or in bearer form only,
and such obligations need not be resubmitted for a further vote,
referendum, or hearing, for the purpose of authorizing or permitting
the authorization of registered public obligations pursuant to this
chapter.
5062. This chapter shall be construed in conjunction with the
Uniform Commercial Code and the principles of contract law relative
to the registration and transfer of obligations.
5050. This chapter may be cited as the Registered Public
Obligations Act of California.
5051. As used in this chapter, the following terms have the
following meanings, unless the context otherwise requires:
(a) "Authorized officer" means any individual required or
permitted, alone or with others, by any provision of law or by the
issuing public entity, to execute on behalf of the public entity a
certificated registered public obligation or a writing relating to an
uncertificated registered public obligation.
(b) "Certificated registered public obligation" means a registered
public obligation which is represented by an instrument.
(c) "Code" means the Internal Revenue Code of 1954, as amended.
(d) "Facsimile seal" means the reproduction by engraving,
imprinting, stamping, or other means of the seal of the issuer,
official or official body.
(e) "Facsimile signature" means the reproduction by engraving,
imprinting, stamping, or other means of a manual signature.
(f) "Financial intermediary" means a bank, broker, clearing
corporation, or other person, or the nominee of any of them, which in
the ordinary course of its business maintains registered public
obligation accounts for its customers, when so acting.
(g) "Issuer" means a public entity which issues an obligation.
(h) "Obligation" means an agreement of a public entity to pay
principal and any interest thereon, whether in the form of a contract
to repay borrowed money, a lease, an installment purchase agreement,
or otherwise, and includes a share, participation, or other interest
in any such agreement.
(i) "Official actions" means the actions by statute, order,
ordinance, resolution, contract, or other authorized means by which
the issuer provides for issuance of a registered public obligation.
(j) "Official or official body" means the officer or board that is
empowered under the laws of this state to provide for original
issuance of an obligation of the issuer, by defining the obligation
and its terms, conditions, and other incidents, the successor or
successors of any such official or official body, and such other
person or group or persons as shall be assigned duties of such
official or official body with respect to a registered public
obligation under applicable law from time to time.
(k) "Public entity" means any entity, department, or agency which
is empowered under the laws of this state, to issue obligations any
interest with respect to which may, under provision of law, be
provided an exemption from the income tax referred to in the code.
The term "public entity" may thus include, without limitation, the
state, an entity deriving powers from and acting pursuant to the
State Constitution or a special legislative act, a political
subdivision, a municipal corporation, a state university or college,
a school or other special district, a joint agreement entity, a
public authority, a public trust, a nonprofit corporation, and other
organizations.
(l) "Registered public obligation" means an obligation issued by a
public entity pursuant to a system of registration.
(m) "System of registration" and its variants means a plan that
provides:
(i) With respect to a certificated registered public obligation
that (1) the certificated registered public obligation specify a
person entitled to the registered public obligation and the rights it
represents, and (2) transfer of the certificated registered public
obligation and the rights it represents may be registered upon books
maintained for that purpose by or on behalf of the issuer; and
(ii) With respect to an uncertificated registered public
obligation, that (1) books maintained by or on behalf of the issuer
for the purpose of registration of the transfer of a registered
public obligation specify a person entitled to the registered public
obligation and the rights evidenced thereby, and (2) transfer of the
uncertificated registered public obligation and the rights evidenced
thereby be registered upon such books.
(n) "Uncertificated registered public obligation" means a
registered public obligation which is not represented by an
instrument.
5052. (a) The code provides that interest with respect to certain
obligations may not be exempt from federal income taxation unless
they are in registered form. It is, therefore, a matter of state
concern that public entities be authorized to provide for the
issuance of obligations in such form. It is a purpose of this chapter
to empower all public entities to establish and maintain a system
pursuant to which obligations may be issued in registered form within
the meaning of the applicable provisions of the code.
(b) Obligations have traditionally been issued in bearer rather
than in registered form, and a change from bearer to registered form
may affect the relationships, rights, and duties of issuers of, and
the persons that deal with obligations, and by such effect, the
costs. Such effects will impact the various issuers and varieties of
obligations differently depending on their legal and financial
characteristics, their markets, and their adaptability to recent and
prospective technological and organizational developments. It is,
therefore, a matter of state concern that public entities be provided
flexibility in the development of such systems and control over
system incidents, so as to accommodate such differing impacts. It is
a purpose of this chapter to empower the establishment and
maintenance, and amendment from time to time, of differing systems of
registration of obligations, including systems incidents, so as to
accommodate the differing impacts upon issuers and varieties of
obligations. It is further a purpose of this chapter to authorize
systems that will facilitate the prompt and accurate transfer of
registered public obligations and developing practices with regard to
the registration and transfer of registered public obligations.
5053. (a) Each issuer is authorized to establish and maintain a
system of registration with respect to each obligation which it
issues. The system may either be (1) a system pursuant to which only
certificated registered public obligations are issued, or (2) a
system pursuant to which only uncertificated registered public
obligations are issued, or (3) a system pursuant to which both
certificated and uncertificated registered public obligations are
issued. The issuer may amend, discontinue, and reinstitute any
system, from time to time, subject to covenants.
(b) The system shall be established, amended, discontinued, or
reinstituted for the issuer by, and shall be maintained for, the
issuer as provided by, the official or official body.
(c) The system shall be described in the registered public
obligation or in the official actions which provide for original
issuance of the registered public obligation, and in subsequent
official actions providing for amendments and other matters from time
to time. Such description may be by reference to a program of the
issuer which is established by the official or official body.
(d) The system shall define the method or methods by which
transfer of the registered public obligation shall be effective with
respect to the issuer, and by which payment of principal and any
interest shall be made. The system may permit the issuance of
registered public obligations in any denomination to represent
several registered public obligations of smaller denominations. The
system may also provide for the form of any certificated registered
public obligation or of any writing relating to an uncertificated
registered public obligation, for identifying numbers or other
designations, for a sufficient supply of certificates for subsequent
transfers, for record and payment dates, for varying denominations,
for communications to holders or owners of obligations, and for
accounting, canceled certificate destruction, registration, and
release of security interests, and other incidental matters. Unless
the issuer otherwise provides, the record date for interest payable
on the first or fifteenth days of a month shall be the fifteenth day
or the last business day of the preceding month, respectively, and
for interest payable on other than the first or fifteenth days of a
month, shall be the fifteenth calendar day before the interest
payment date.
(e) Under a system pursuant to which both certificated and
uncertificated registered public obligations are issued, both types
of registered public obligations may be regularly issued, or one type
may be regularly issued and the other type issued only under
described circumstances or to particular described categories of
owners, and provisions may be made for registration and release of
security interests in registered public obligations.
(f) The system may include covenants of the issuer as to
amendments, discontinuances, and reinstitutions of the system and the
effect of such on the exemption of interest from the income tax
provided for by code.
(g) Whenever an issuer shall issue an uncertificated registered
public obligation, the system of registration may provide that a true
copy of the official actions of the issuer relating to such
uncertificated registered public obligation be maintained by the
issuer or by the person, if any, maintaining such system on behalf of
the issuer, so long as the uncertificated registered public
obligation remains outstanding and unpaid. A copy of such official
actions, verified to be such by an authorized officer, shall be
admissible before any court of record, administrative body, or
arbitration panel without further authentication.
(h) Nothing in this chapter shall preclude a conversion from one
of the forms of registered public obligations provided for by this
chapter to a form of obligation not provided for by this chapter, if
interest on the obligation so converted will continue to be exempt
from the income tax provided for by the code.
(i) The rights provided by other laws with respect to obligations
in forms not provided for by this chapter shall, to the extent not
inconsistent with this chapter, apply with respect to registered
public obligations issued in forms authorized by this chapter.
5054. (a) A certificated registered public obligation shall be
executed by the issuer by the manual or facsimile signature or
signatures of authorized officers. Any signature of an authorized
officer may be attested by the manual or facsimile signature of
another authorized officer.
(b) In addition to the signatures referred to in subdivision (a),
any certificated registered public obligation or any writing relating
to an uncertificated registered public obligation may include a
certificate or certificates signed by the manual or facsimile
signature of an authenticating agent, registrar, transfer agent, or
the like.
5055. (a) Any certificated registered public obligation signed by
the authorized officers at the time of the signing thereof shall
remain valid and binding, notwithstanding that before the issuance
thereof any or all of such officers shall have ceased to fill their
respective offices.
(b) Any authorized officer empowered to sign any certificated
registered public obligation may adopt, as and for the signature of
such officer, the signature of a predecessor in office in the event
that such predecessor's signature appears on such certificated
registered public obligation. An authorized officer incurs no
liability by adoption of a predecessor's signature that would not be
incurred by such authorized officer, if the signature were that of
such authorized officer.
5056. When a seal is required or permitted in the execution of any
certificated registered public obligation, an authorized officer may
cause the seal to be printed, engraved, stamped, or otherwise placed
in facsimile thereon. The facsimile seal has the same legal effect as
the impression of the seal.
5057. (a) An issuer may appoint for such term as may be agreed,
including for so long as a registered public obligation may be
outstanding, corporate or other authenticating agents, transfer
agents, registrars, paying or other agents, and specify the terms of
their appointment, including their rights, their compensation and
duties, limits upon their liabilities and provision for their payment
of liquidated damages in the event of breach of certain of the
duties imposed, which liquidated damages may be made payable to the
issuer, the owner or a financial intermediary. None of such agents
need have an office or do business within this state.
(b) An issuer may agree with custodian banks and financial
intermediaries, and nominees of any of them, in connection with the
establishment and maintenance by others of a central depository
system for the transfer or pledge of registered public obligations.
Any such custodian banks and financial intermediaries, and nominees,
if qualified and acting as fiduciaries, may serve also as
authenticating agents, transfer agents, registrars, paying or other
agents of the issuer with respect to the same issue of registered
public obligations.
(c) Nothing shall preclude the issuer from itself performing,
either alone or jointly with other issuers, any transfer,
registration, authentication, payment, or other function described in
this section.
5058. (a) An issuer, prior to or at original issuance of registered
public obligations, may provide as a part of a system of
registration that the transferor or transferee of the registered
public obligations pay all or a designated part of the costs of the
system as a condition precedent to transfer, that costs be paid out
of proceeds of the registered public obligations, or that both
methods be used. The portion of the costs of the system not provided
to be paid for by the transferor or transferee or out of proceeds
shall be the liability of the issuer.
(b) The issuer may, as part of a system of registration, provide
for reimbursement or for satisfaction of its liability by payment by
others. The issuer may enter into agreements with others respecting
such reimbursement or payment, may establish fees and charges
pursuant to such agreements or otherwise, and may provide that the
amount or estimated amount of such fees and charges shall be
reimbursed or paid from the same sources and by means of the same
collection and enforcement procedures and with the same priority and
effect as with respect to the obligations.
5059. Obligations issued by public entities under the laws of this
state, which are in registered form, whether or not represented by an
instrument, and which, except for their form, satisfy the
requirements with regard to security for deposits of moneys of public
agencies prescribed pursuant to any law of this state, shall be
deemed to satisfy all such requirements, even though they are in
registered form, if a security interest in such obligations is
perfected on behalf of the public agencies whose moneys are so
deposited.
5060. (a) Records, with regard to the ownership of or security
interests in registered public obligations, are not subject to
inspection or copying under any law of this state relating to the
right of the public to inspect or copy public records,
notwithstanding any law to the contrary.
(b) Registration records of the issuer may be maintained at such
locations within or without this state as the issuer shall determine.
5061. (a) Unless at any time prior to or at original issuance of a
registered public obligation the official or official body of the
issuer determines otherwise, this chapter shall be applicable to such
registered public obligation notwithstanding any provision of law to
the contrary. When this chapter is applicable, no contrary provision
shall apply.
(b) Nothing in this chapter limits or prevents the issuance of
obligations in any other form or manner authorized by law.
(c) Unless determined otherwise pursuant to subdivision (a), the
provisions of this chapter shall be applicable with respect to
obligations which have heretofore been approved by vote, referendum,
or hearing, authorizing or permitting the authorization of
obligations in bearer and registered form, or in bearer form only,
and such obligations need not be resubmitted for a further vote,
referendum, or hearing, for the purpose of authorizing or permitting
the authorization of registered public obligations pursuant to this
chapter.
5062. This chapter shall be construed in conjunction with the
Uniform Commercial Code and the principles of contract law relative
to the registration and transfer of obligations.
