Nevada § 78.1955 - Establishment of matters regarding class or series of stock by certificate of designation

§ 78.1955. Establishment of matters regarding class or series of stock by certificate of designation

1. If the voting powers, designations, preferences, limitations, restrictions and

relative rights of any class or series of stock have been established by a resolution

of the board of directors pursuant to a provision in the articles of incorporation,

a certificate of designation setting forth the resolution and stating the number of

shares for each designation must be signed by an officer of the corporation and filed

with the Secretary of State. A certificate of designation signed and filed pursuant to this section must become

effective before the issuance of any shares of the class or series. 2. Unless otherwise provided in the articles of incorporation or the certificate of

designation being amended, if no shares of a class or series of stock established

by a certificate of designation filed pursuant to subsection 1 have been issued, the

designation of the class or series, the number of the class or series and the voting

powers, designations, preferences, limitations, restrictions and relative rights of

the class or series may be amended by a resolution of the board of directors pursuant

to a certificate of amendment filed in the manner provided in subsection 4. 3. Unless otherwise provided in the articles of incorporation or the certificate of

designation, if shares of a class or series of stock established by a certificate

of designation filed pursuant to subsection 1 have been issued, the designation of

the class or series, the number of the class or series and the voting powers, designations,

preferences, limitations, restrictions and relative rights of the class or series

may be amended by a resolution of the board of directors only if the amendment is

approved as provided in this subsection. Unless otherwise provided in the articles of incorporation or the certificate of

designation, the proposed amendment adopted by the board of directors must be approved

by the vote of stockholders holding shares in the corporation entitling them to exercise

a majority of the voting power, or such greater proportion of the voting power as

may be required by the articles of incorporation or the certificate of designation,

of: (a) The class or series of stock being amended; and (b) Each class and each series of stock which, before amendment, is senior to the

class or series being amended as to the payment of distributions upon dissolution

of the corporation, regardless of any limitations or restrictions on the voting power

of that class or series. 4. A certificate of amendment to a certificate of designation must be signed by an

officer of the corporation and filed with the Secretary of State and must: (a) Set forth the original designation and the new designation, if the designation

of the class or series is being amended; (b) State that no shares of the class or series have been issued or state that the

approval of the stockholders required pursuant to subsection 3 has been obtained;

and (c) Set forth the amendment to the class or series or set forth the designation of

the class or series, the number of the class or series and the voting powers, designations,

preferences, limitations, restrictions and relative rights of the class or series,

as amended. 5. A certificate filed pursuant to subsection 1 or 4 is effective at the time of the

filing of the certificate with the Secretary of State or upon a later date and time

as specified in the certificate, which date must not be more than 90 days after the

date on which the certificate is filed. If a certificate filed pursuant to subsection 1 or 4 specifies a later effective

date but does not specify an effective time, the certificate is effective at 12:01

a.m. in the Pacific time zone on the specified later date. 6. If shares of a class or series of stock established by a certificate of designation

are not outstanding, the corporation may file a certificate which states that no shares

of the class or series are outstanding and which contains the resolution of the board

of directors authorizing the withdrawal of the certificate of designation establishing

the class or series of stock. The certificate must identify the date and certificate of designation being withdrawn

and must be signed by an officer of the corporation and filed with the Secretary of

State. Upon filing the certificate and payment of the fee required pursuant to NRS 78.765 , all matters contained in the certificate of designation regarding the class or series

of stock are eliminated from the articles of incorporation. 7. When any certificate of designation, or any amendment thereto, filed pursuant to

this section becomes effective, it shall have the effect of amending the articles

of incorporation, but NRS 78.380 , 78.385 and 78.390 do not apply to a certificate of designation, or any amendment thereto, filed pursuant

to this section.