Nevada § 78.390 - Amendment of articles after issuance of stock: Procedure

§ 78.390. Amendment of articles after issuance of stock: Procedure

1. Except as otherwise provided in subsection 8 or in NRS 77.340 or 78.209 or chapter 92A of NRS, every amendment to the articles of incorporation must be made

in the following manner: (a) The board of directors must adopt a resolution setting forth the amendment proposed

and submit the proposed amendment to the stockholders for approval. (b) If stockholders holding shares in the corporation representing at least a majority

of the voting power, or such greater proportion of the voting power as may be required

in the case of a vote by classes or series, as provided in subsections 2 and 4, or

as may be required by the provisions of the articles of incorporation, have approved

the amendment, an officer of the corporation shall sign a certificate setting forth

the amendment, or setting forth the articles of incorporation as amended, and the

vote by which the amendment was adopted. (c) The certificate so signed must be filed with the Secretary of State. 2. Except as otherwise provided in this subsection, if any proposed amendment would

adversely alter or change any preference or any relative or other right given to any

class or series of outstanding shares, then, in addition to any approval otherwise

required, the amendment must be approved by the holders of shares representing a majority

of the voting power of each class or series adversely affected by the amendment regardless

of limitations or restrictions on the voting power thereof. The amendment does not have to be approved by the holders of shares representing

a majority of the voting power of each class or series whose preference or rights

are adversely affected by the amendment if the articles of incorporation specifically

deny the right to vote on such an amendment. 3. Provision may be made in the articles of incorporation requiring, in the case of

any specified amendments, approval by a larger proportion of the voting power of stockholders

than that required by this section. 4. Different series of the same class of shares do not constitute different classes

of shares for the purpose of voting by classes except when the series is adversely

affected by an amendment in a different manner than other series of the same class. 5. The board of directors may, by resolution, abandon the proposed amendment without

further action by the stockholders if the resolution of the stockholders approving

the proposed amendment authorizes the board of directors to do so. The board of directors may, by resolution, abandon a proposed amendment pursuant

to subsection 8 without any action by the stockholders. 6. A certificate filed pursuant to subsection 1 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 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. 7. If a certificate filed pursuant to subsection 1 specifies a later effective date

or time and if the board of directors is authorized to abandon the proposed amendment

pursuant to subsection 5, the board of directors may terminate the effectiveness of

the certificate by resolution and by filing a certificate of termination with the

Secretary of State that: (a) Is filed before the effective time of the certificate filed with the Secretary

of State pursuant to subsection 1; (b) Identifies the certificate being terminated; (c) States that the board of directors is authorized to terminate the effectiveness

of the certificate; (d) States that the effectiveness of the certificate has been terminated; (e) Is signed by an officer of the corporation; and (f) Is accompanied by a filing fee of $175. 8. No action by the stockholders is required if the proposed amendment to the articles

of incorporation consists only of a change in the name of the corporation. The articles of incorporation may forbid a corporation from amending the articles

of incorporation pursuant to this subsection without stockholder approval.