1. If the first meeting of the directors has not taken place and if there are no members, a majority of the incorporators of a corporation may amend the original articles by signing and proving in the manner required for original articles, and filing with the Secretary of State a certificate amending, modifying, changing or altering the original articles, in whole or in part. The certificate must state that:
- (a) The signers thereof are a majority of the original incorporators of the corporation; and
- (b) As of the date of the certification, no meeting of the directors has taken place and the corporation has no members other than the incorporators.
- 2. A certificate filed pursuant to this section 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 this section 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.
- 3. This section does not permit the insertion of any matter not in conformity with this chapter.
- 4. The Secretary of State shall charge the fee allowed by law for filing the amended certificate of incorporation.
(Added to NRS by 1991, 1279; A 1993, 1002; 1999, 1605; 2001, 1382, 3199; 2003, 3128; 2005, 2187; 2011, 2795)