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

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A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

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 and approved 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 and if the corporation is:

(1)A publicly traded corporation and the amendment proposed relates solely to an increase or decrease in the number of shares the corporation is authorized to issue, the stockholders of the affected class or series, regardless of limitations or restrictions on the voting power of the affected class or series, must approve the proposed amendment; or

(2)Not a publicly traded corporation, or is a publicly traded corporation but the amendment proposed does not relate solely to an increase or decrease in the number of shares the corporation is authorized to issue, the 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, must approve the proposed amendment.

Ê Upon the approval of the proposed amendment by the stockholders as provided in this subsection, 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.

(b)The certificate so signed must be filed with the Secretary of State.

(c)An amendment adopted pursuant to this subsection that would have the effect of decreasing the number of shares of a class or series of shares the corporation is authorized to issue below the number of shares of such class or series then issued and outstanding shall be void and of no effect.

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 of any class or series whose preference or rights are adversely affected by the amendment if the articles of incorporation specifically deny the holders of such class or series the right to vote on such an amendment. Except as otherwise provided in the articles of incorporation, a proposed amendment that designates one or more new series of an existing class as having any preference or any relative or other right that has higher or equal seniority to the corresponding preference or relative or other right of an existing series of the same class does not, solely by virtue of the higher or equal seniority of the preference or right of the proposed new series, constitute an amendment that would adversely alter or change the preference or rights of the existing series.

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.