Nevada Code § 78.380

1. At least two-thirds of the
incorporators or of the board of directors of any corporation, if no voting
stock of the corporation has been issued, may amend the articles of
incorporation of the corporation by signing and filing with the Secretary of
State a certificate amending, modifying, changing or altering the articles, in
whole or in part. The certificate must state that:
(a) The signers thereof are at least two-thirds
of the incorporators or of the board of directors of the corporation, and state
the name of the corporation; and
(b) As of the date of the certificate, no voting
stock of the corporation has been issued.
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. If a certificate specifies a later
effective date and if no voting stock of the corporation has been issued, the
board of directors may terminate the effectiveness of a certificate by filing a
certificate of termination with the Secretary of State that:
(a) Is filed before the effective date specified
in the certificate filed with the Secretary of State pursuant to subsection 1;
(b) Identifies the certificate being terminated;
(c) States that no voting stock of the
corporation has been issued;
(d) States that the effectiveness of the
certificate has been terminated;
(e) Is signed by at least two-thirds of the board
of directors of the corporation; and
(f) Is accompanied by the fee required pursuant
to NRS 78.765 .
4. This section does not permit the
insertion of any matter not in conformity with this chapter.

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